FleetCifu Customer Agreement

Last updated: 9 October 2026

FleetCifu Customer Agreement

Between:
IC 360 Ltd ("we", "us", "our"), and
the Customer of the Customer's address ("Customer", "you", "your").

Date: the date of last signature

1. What this agreement covers

1.1 We provide FleetCifu, a fleet management platform, together with the CIFU AI Dashcam, as one package (the "Package"). The camera works only with FleetCifu, and FleetCifu's camera features work only with the CIFU AI Dashcam.

1.2 The agreement is made up of:
(a) this Customer Agreement;
(b) one or more signed Order Forms in the form of Schedule 1;
(c) the Service Levels in Schedule 2;
(d) the Pilot and Founding Customer terms in Schedule 3, where an Order Form says they apply;
(e) the Data Processing Addendum ("DPA"); and
(f) our online Terms of Service and Privacy Policy, as updated from time to time.

1.3 If these documents conflict, they apply in this order: the Order Form, then the DPA (for anything about personal data), then this Customer Agreement and its other Schedules, then the online Terms of Service.

2. Definitions

In plain terms:

• Service: the FleetCifu platform (web app, alerts, reports and the Cifu in-app assistant), the software running on the camera, and the mobile data we supply for it.
• Hardware: the CIFU AI Dashcam units and accessories listed on the Order Form, plus any other device the Order Form lists (for example a separate vehicle tracker).
• Covered Vehicle: a vehicle listed on, or later added under, an Order Form.
• Users: the people you allow to use the Service.
• Customer Data: information that comes from your vehicles, drivers and Users through the Service. This includes location, trips, alerts, video, images, audio, driver details and questions asked of Cifu.
• Fees: the monthly Service fees and the one-time Hardware and installation charges in the Order Form.
• Working Day: a day other than a Saturday, Sunday or public holiday in the Cayman Islands.

3. The Service

3.1 Access. From the start date on the Order Form, we give you a non-exclusive, non-transferable right to use the Service for your own fleet operations for the Covered Vehicles during the term.

3.2 What is included. The monthly fee for each Covered Vehicle includes:
(a) access to FleetCifu for your Users, with the roles available in the app;
(b) live and historical vehicle location, trips and playback;
(c) camera safety alerts and event clips;
(d) driver coaching tools and reports;
(e) answers and summaries from Cifu;
(f) mobile data for the camera up to the data allowance on the Order Form; and
(g) support and software updates.
Features that are marked on the Order Form as optional or "when available" (for example driver face matching) are included only once we confirm they are switched on for you.

3.3 Data allowance. To keep the monthly fee predictable, each Covered Vehicle has a monthly data allowance set on the Order Form. The Service manages data use automatically, for example by switching off live video after a short time and using lower-data video by default. If a vehicle reaches its allowance, some video features pause until the next month, unless you agree in writing to a higher allowance at the extra fee on the Order Form. Location tracking and safety alerts are designed to keep working when video pauses. Mobile coverage depends on the network where the vehicle is.

3.4 Changes to the Service. We improve the Service over time and may change how features work. We will not materially reduce the core features listed in 3.2 during a paid term without giving you at least 60 days' written notice. If a change materially harms you, you may end the affected Order Form without penalty before the change takes effect.

3.5 Cifu and AI features. Cifu answers from your own fleet records. It does not take sensitive actions without a person approving them. Its answers are aids to your judgement (see clause 12).

4. Hardware

4.1 Purchase. Unless the Order Form says the Hardware is rented, you buy the Hardware for the one-time price on the Order Form. Title passes to you when you have paid for it in full. Risk passes on delivery or installation, whichever comes first.

4.2 Installation. We, or an installer we approve, install the Hardware at a time we agree with you. You make the vehicles available, give safe access, and tell us about any known electrical faults or aftermarket equipment. We are not responsible for problems caused by installation or repairs done by anyone else, by vehicle electrical faults, or by accident, tampering or misuse.

4.3 Warranty. For 12 months from delivery, if a unit fails because of a manufacturing defect, we will repair or replace it at our choice. Where we keep spare units on island, we aim to swap a failed unit within 2 Working Days of confirming the fault. The warranty does not cover damage from accident, misuse, tampering, unapproved installation, vehicle electrical faults, water or impact, or normal wear to cables and mounts. Repairs and replacements outside warranty are charged at the rates on the Order Form or in our quote.

4.4 Moving or removing Hardware. Tell us before moving a camera to another vehicle or removing it. Moves may carry an installation charge. A camera that is no longer on a Covered Vehicle with an active subscription will not connect to the Service.

4.5 SIM cards. SIM cards we supply remain our property, are for use only in the Hardware, and must be returned on request when the Service ends.

5. Fees and payment

5.1 Fees. The Fees are set in the Order Form. The current list prices are in Schedule 1 as placeholders. Ian may change them before signing.

5.2 Invoicing. Monthly fees are invoiced monthly in advance per Covered Vehicle, starting from the installation date for that vehicle and pro-rated for part months. One-time Hardware and installation charges are invoiced when the order is placed, or as the Order Form says.

5.3 Payment. Invoices are payable within 14 days by bank transfer in US dollars or Cayman Islands dollars, as shown on the invoice. Fees exclude any duties, taxes or bank charges, which you pay if they apply.

5.4 Late payment. Overdue amounts may carry interest at 1% per month. If an invoice is more than 30 days overdue, we may suspend the Service after giving at least 7 days' written notice. Suspension does not stop monthly fees from accruing.

5.5 Price changes. Monthly fees are fixed for the initial term on the Order Form. After that, we may change them with at least 60 days' written notice. If you do not accept the change, you may end the agreement before it takes effect.

5.6 Disputed invoices. If you dispute an invoice in good faith, tell us within 14 days and pay the undisputed part. We will both work to resolve it quickly.

6. Service levels

6.1 We provide the Service to the levels in Schedule 2. These are targets for availability and support response. The remedies in Schedule 2 are your only financial remedy for missing them, without limiting your right to end the agreement for serious breach.

7. Pilots and founding customers

7.1 If the Order Form says the Customer is on a paid pilot or the founding customer program, Schedule 3 applies on top of this agreement.

8. Your responsibilities

8.1 Lawful use. You decide how the Service is used in your vehicles and are responsible for using it lawfully. This includes:
(a) telling drivers, staff and, where relevant, passengers that vehicles are tracked and cameras record video and audio, using the driver notice and in-cab sticker we provide or your own equivalent;
(b) having a lawful basis under data protection and employment law for tracking and recording;
(c) getting each driver's informed consent before enrolling them for face matching, and respecting a withdrawal of consent; and
(d) choosing retention settings that suit your needs.

8.2 Users and accounts. You choose your Users and their roles, keep sign-in details private, remove access promptly when someone leaves, and are responsible for what your Users do in the Service. Tell us promptly if you suspect misuse.

8.3 Acceptable use. You will not use the Service to stalk or covertly monitor anyone or for any unlawful purpose. You will not try to break, overload or reverse engineer the Service or the camera software, or resell access without our written agreement.

8.4 Vehicles and information. You keep Covered Vehicles available for installation and support. You tell us when vehicles are added, sold or taken off the road, and you give us accurate information we need to provide the Service.

8.5 Acting on alerts. You remain responsible for your fleet, driver supervision, vehicle safety and decisions about staff. Review important results before acting on them, for example a serious incident or a face-match result.

9. Your data and privacy

9.1 Ownership. Customer Data belongs to you. You give us permission to use it only to provide, secure, support and improve the Service for you, and as set out in the DPA and Privacy Policy.

9.2 Processor role. For Customer Data about people, you are the data controller and we act as your data processor. The DPA sets out how we handle it, including purpose limits, security, retention, subprocessors, breach notice and deletion.

9.3 No sale, no shared training. We do not sell Customer Data, driver data or face data. We do not use Customer Data to train shared AI models that serve other customers.

9.4 Aggregated statistics. We may use anonymised, aggregated statistics that cannot identify you, your vehicles or any person to run and improve the Service.

9.5 Export and deletion. You can export your data while the agreement is in force and for 30 days after it ends. After that we delete it as set out in the DPA, except where the law requires us to keep it.

10. Confidentiality

10.1 Each party keeps the other's non-public business information, including pricing in the Order Form, confidential. Each uses it only for this agreement and shares it only with staff, advisers and service providers who need it and are bound to keep it confidential.

10.2 This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law or a regulator. In that last case, the party disclosing it gives notice where it lawfully can.

10.3 These duties last for 3 years after the agreement ends. Personal data stays protected under the DPA for as long as we hold it.

11. Intellectual property

11.1 The FleetCifu platform, the camera software, the Cifu assistant, and the names and logos FleetCifu, CIFU and Cifu belong to us or our licensors. Nothing in this agreement transfers them to you.

11.2 You may use reports and clips exported from the Service for your own business purposes, including sharing them with your insurer, lawyers or authorities.

11.3 If you send us suggestions, we may use them freely and without payment.

12. What the Service does and does not do

12.1 The Service helps you understand and improve how your vehicles are driven. Alerts, clips, scores, face-match results and answers from Cifu are aids to your judgement, not guarantees. They can be wrong, incomplete or delayed, for example because of camera position, lighting, weather, mobile coverage, vehicle power or device faults.

12.2 The Service does not replace safe driving, your own supervision, or emergency services. It is not an emergency response service.

12.3 We provide the Service with reasonable skill and care, and the Hardware with the warranty in clause 4.3. To the extent the law allows, we give no other warranties, including fitness for a particular purpose. We do not promise any specific insurance discount, fuel saving or reduction in incidents.

13. Liability

13.1 Excluded losses. To the extent the law allows, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data (other than our duty to restore data from our backups where we can), however caused.

13.2 General cap. Each party's total liability arising out of or in connection with this agreement in any 12-month period is limited to the total Fees paid and payable by the Customer in that 12-month period, or US$10,000, if greater].

13.3 Data protection cap. Our total liability for breach of the DPA is limited to two times the amount in clause 13.2.

13.4 No cap. Nothing in this agreement limits:
(a) your duty to pay the Fees;
(b) liability for death or personal injury caused by negligence;
(c) liability for fraud;
(d) liability under the indemnities in clause 14; or
(e) anything else that cannot be limited by law.

13.5 Hardware. Our liability for faulty Hardware is limited to repair, replacement or a refund of the price paid for the affected unit, except where clause 13.4 applies.

14. Indemnities

14.1 By you. You will cover our reasonable losses and costs from claims by your drivers, staff, passengers or others because the Service was used in your fleet in breach of clause 8.1 or 8.3.

14.2 By us. We will defend you against any third-party claim that your authorised use of the Service infringes that party's intellectual property rights, and pay the resulting damages or settlement we agree to. This applies if you tell us promptly, let us control the defence, and give reasonable help. If such a claim happens, we may change the Service to avoid the infringement, get you the right to keep using it, or end the affected Service and refund prepaid fees for the unused period.

15. Term and ending the agreement

15.1 Term. This agreement starts on the date of last signature. Each Order Form runs for its initial term (for example the pilot period or 12 months). After that it continues month to month until either party ends it.

15.2 Ending for convenience. After the initial term, either party may end an Order Form, or the whole agreement, by giving 30 days' written notice.

15.3 Ending for cause. Either party may end this agreement straight away by written notice if the other:
(a) commits a serious breach and does not fix it within 14 days of written notice; or
(b) becomes insolvent, enters liquidation (other than for a solvent reorganisation), or stops trading.

15.4 What happens when it ends.
(a) Access to the Service stops at the end date, and camera features stop working.
(b) You pay all Fees due up to the end date. Prepaid monthly fees for any period after the end date are refunded only if we end the agreement for convenience or you end it for our breach.
(c) Hardware you have paid for remains yours. SIM cards are returned to us or deactivated.
(d) You can export your data for 30 days, then we delete it under the DPA.
(e) Clauses 5 (for amounts due), 9, 10, 11, 13, 14, 15.4 and 17 continue after the agreement ends.

16. Suspension

16.1 We may suspend the Service, or part of it, if:
(a) we reasonably need to in order to deal with a security threat or misuse;
(b) we are required to by law; or
(c) clause 5.4 applies.
We will give notice where we reasonably can and restore the Service as soon as the reason is resolved.

17. General

17.1 Notices. Notices under this agreement must be in writing and sent by email to the addresses in the Order Form. A notice is treated as received on the next Working Day after sending, unless the sender receives a bounce message. For us, use. General questions can also go through the enquiry form on fleetcifu.ai or cifu.ai, or the in-app form. We do not offer phone support.

17.2 Subcontractors. We may use subcontractors and service providers, including installers and the subprocessors listed in the DPA. We remain responsible for their work under this agreement.

17.3 Transfer. Neither party may transfer this agreement without the other's written consent, which must not be unreasonably withheld. The exception is a transfer to a buyer of all or most of the relevant business, with notice.

17.4 Events outside our control. Neither party is liable for delay or failure caused by events outside its reasonable control. Examples include hurricanes and severe weather, mobile network or power outages, failures of third-party cloud providers, and supply or customs delays. This does not apply to payment obligations. If such an event lasts more than 30 days, either party may end the affected Order Form by notice.

17.5 Publicity. Neither party uses the other's name or logo publicly without written consent. The exceptions are in Schedule 3 for founding customers, or where agreed in an Order Form.

17.6 Entire agreement. The documents in clause 1.2 are the whole agreement between the parties on this subject. They replace earlier proposals and discussions. Neither party relies on statements not written in them.

17.7 Changes. Changes to this agreement or an Order Form must be in writing and signed (including by electronic signature) by both parties. Updates to the online Terms of Service do not override the signed terms.

17.8 Severability and waiver. If any part is found invalid, the rest continues. Not enforcing a right straight away is not a waiver of it.

17.9 Third parties. No one other than the parties has rights under this agreement.

17.10 Counterparts and e-signature. This agreement may be signed electronically and in counterparts.

17.11 Law and disputes. This agreement is governed by the laws of the Cayman Islands. The parties will first try to settle any dispute by discussion between senior people within 20 Working Days. If that fails, the courts of the Cayman Islands have exclusive jurisdiction.

Signed for IC 360 Ltd
Name: ____________________ Title: ____________________ Date: __________

Signed for the Customer
Name: ____________________ Title: ____________________ Date: __________

Schedule 1: Order Form (commercial schedule)

Placeholders below are Ian's current list prices (6 Oct 2026). Ian can change them per deal before signing.

Customer: [legal name] Billing email: [ ] Notices email: [ ] Main contact: [name, role, email]
Order Form no.: [ ] Start date: [ ] Initial term: [pilot: 60 days / 12 months]
Program: [ ] Standard [ ] Paid pilot (Schedule 3) [ ] Founding customer (Schedule 3)

A. Monthly Service fees (per Covered Vehicle, billed monthly in advance)

Monthly data allowance per vehicle: [ ] GB.

B. One-time charges (billed on order or as stated)

C. Options

• Driver face matching: [ ] Not enabled [ ] Enable when available, subject to driver consent and the DPA
• Covered Vehicles: [list registration or fleet numbers]
• Installation location(s) and preferred dates: [ ]

D. Payment: invoices payable within 14 days by bank transfer, in [USD/KYD].

E. Special terms: [ ]

Signed for IC 360 Ltd: ________ Signed for Customer: ________ Date: ________

Schedule 2: Service Levels (high level)

1. Availability target. We aim for the FleetCifu web app to be available [99.5]% of each calendar month. This excludes:
   • planned maintenance, which we schedule outside Cayman business hours where possible, with at least [24] hours' notice for anything expected to last over 30 minutes;
   • emergency security fixes;
   • mobile network or power outages;
   • problems with your vehicles, devices or internet; and
   • events in clause 17.4.
2. What availability does not cover. Data from a vehicle depends on the camera having power and mobile coverage. Data recorded while a vehicle is out of coverage is sent when it reconnects, where the camera has stored it.
3. Support. Support is by email and the in-app form on Working Days, [8:30 am–5:00 pm] Cayman time. There is no phone support line.

1. Service credits. If availability falls below [99.5]% in a month, you may claim a credit of [5]% of that month's fees for the affected vehicles. If it falls below [98]%, the credit is [10]%. Claims must be made within 30 days. Credits are capped at [10]% of the month's fees and are your only financial remedy for missed availability.
2. Status and incidents. We tell affected customers by email about P1 incidents and send a short summary after resolution.

Schedule 3: Paid pilot and founding customer terms

Applies only where the Order Form ticks "Paid pilot" or "Founding customer". The details are hooks for CM-06; Ian to confirm the numbers.

1. Paid pilot. The pilot runs for 60 days from installation on [up to [5]] Covered Vehicles. The monthly fee during the pilot is US$[ ] per vehicle. Hardware is bought at [list / cost], as the Order Form says.
2. After the pilot. Unless you give written notice at least 7 days before the pilot ends, the Order Form continues month to month at the rate on the Order Form, and you may add vehicles. If you end it at the pilot's close, clause 15.4 applies and the Hardware you bought remains yours.
3. Founding customer program. It is limited to the first [5] customers. Founding customers get:
   • Hardware at our delivered cost (unit, shipping, duty and installation), shown on the Order Form;
   • a founding monthly rate of US$[ ] per vehicle for the first 12 months, then a locked rate of US$[ ] for as long as the customer stays continuously subscribed; and
   • priority onboarding and a direct line to our team by email.
4. What founding customers give.
   • Permission to name the Customer as a FleetCifu customer.
   • A short written testimonial, approved by the Customer before use.
   • Agreement to a case study using the Customer's results, with figures and wording approved by the Customer and no driver names or personal data.
   • Up to [2–3] reference calls a year.
   • A short monthly feedback check-in during the first [6] months.
5. Confidential rate. The founding rate is confidential under clause 10.
6. Ending founding status. Founding pricing ends if the Customer ends the agreement or is more than 60 days overdue on payment.