1. Agreement and parties
These Terms of Service (the "Terms") form a binding agreement between CargoDuo ("CargoDuo", "we", "us", "our") and the natural or legal person who registers, accesses, or uses the Service ("you", "Customer"). By creating an account, clicking "I agree", uploading data, calling our APIs, or otherwise using the Service you confirm that (a) you have read, understood and accept these Terms, the Privacy Policy at /legal/privacy, the Cookie Policy at /legal/cookies, and any order form executed between us; (b) you are at least 18 years old and have full legal capacity; and (c) if you are acting on behalf of an organization, you have actual authority to bind that organization, in which case "you" means that organization. If you do not agree, do not use the Service.
2. Definitions
"Service" means the CargoDuo software-as-a-service load-planning platform, including the web application at app.cargoduo.com, the marketing site at cargoduo.com, the public APIs, SDKs and CLI tools, the in-product 3D viewer, the packing optimizer, the collaboration features, and any updates we make available. "Customer Content" means all data, files, vehicle definitions, cargo records, shipment manifests, group structures, project metadata, share links, packing results, and other inputs or outputs that you upload to or generate within the Service. "Output" means any computed packing arrangement, score, axle-load estimate, route, sequence, balance metric, suggestion or visualization produced by the optimizer or any successor algorithm. "Documentation" means user-facing documentation we publish at cargoduo.com or in-product. "Force Majeure Event" has the meaning given in Section 17.
3. Accounts and security
You must register with accurate, current and complete information and keep it up to date. You are responsible for maintaining the confidentiality of all credentials issued to you and for every action taken under your account, whether or not authorized by you. You must enable strong, unique passwords and (where offered) multi-factor authentication, and you must promptly notify info@cargoduo.com of any actual or suspected unauthorized use. We may suspend or terminate accounts where we have a reasonable basis to suspect compromise, fraud, abuse, or non-payment.
4. License grant
Subject to your continued compliance with these Terms and timely payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during the subscription term. We retain all right, title and interest in and to the Service, the underlying software, the optimizer, the algorithms (including all weights, heuristics, profiles and trial systems), the user interface, the trademarks, the documentation, and any improvements thereto. No rights are granted by implication, estoppel or otherwise.
5. Customer Content and license to us
As between you and us, you retain all right, title and interest in Customer Content and you alone are responsible for its content, lawfulness, accuracy and the rights necessary for us to process it. You grant CargoDuo a worldwide, royalty-free, non-exclusive license to host, store, transmit, copy, display, modify (only as necessary for technical operation, such as format conversion, indexing or backup), and process Customer Content for the sole purpose of providing, securing and supporting the Service. You represent and warrant that (a) you own or have the necessary rights to upload and process Customer Content via the Service, (b) Customer Content does not infringe third-party rights, (c) it complies with applicable export-control, sanctions, dangerous-goods and data-protection laws, and (d) it does not include payment-card data, government-issued identifiers, biometric data, health data, or special categories of personal data unless you have a lawful basis and have notified us in writing.
6. Subscription, fees and billing
Subscriptions begin on the Service Commencement Date stated in the order form (or, for self-service plans, on the date you first activate the plan) and renew automatically for successive periods of equal length unless cancelled at least 1 business day before the renewal date. Fees are stated exclusive of VAT, GST, withholding and similar taxes, which you are responsible for. We bill in advance via our payment processor; failed charges may result in suspension after 7 days' notice. We may revise list prices on at least 30 days' notice; existing paid terms are honored to the end of the current term. Fees already paid are non-refundable except (a) where required by mandatory consumer-protection law, (b) within 14 days of initial paid sign-up where the Service has not been substantially used, or (c) where we terminate the agreement other than for cause attributable to you, in which case we will refund prepaid fees for the unused remainder of the term on a pro-rata basis.
7. Acceptable use
You will not, and will not permit any third party to: (a) reverse-engineer, decompile, disassemble or attempt to discover the source code, the algorithm internals, the scoring weights, or trade secrets of the Service, except to the limited extent permitted by mandatory law; (b) resell, sublicense, distribute, time-share, or operate the Service as a service bureau for unaffiliated third parties without a written reseller agreement; (c) use the Service in violation of any law, regulation, sanctions program or third-party right, including export-control laws (EAR, EU Dual-Use Regulation), anti-corruption laws, or dangerous-goods regulations (ADR, RID, IMDG, IATA-DGR, US 49 CFR / DOT HMR); (d) introduce malware, attempt to circumvent rate limits, scrape at unreasonable volume, or interfere with the integrity, availability or confidentiality of the Service; (e) use the Service to plan, facilitate or document the carriage of contraband, weapons or material prohibited in the jurisdictions of origin, transit or destination; (f) misrepresent vehicle, axle, weight, or hazardous-class data in a way intended to defeat the algorithm's safety constraints; (g) use the Service to develop a competing product. We may suspend access without prior notice in case of a violation that creates a risk to the Service, our other customers, or third parties.
8. Optimizer output is advisory — no warranty of correctness
THE OPTIMIZER OUTPUT IS A DECISION-SUPPORT SUGGESTION AND NOT A LOADING ORDER, A SAFETY CERTIFICATION, OR A BINDING INSTRUCTION TO ANY DRIVER, FORKLIFT OPERATOR, WAREHOUSE WORKER, FREIGHT FORWARDER OR CARRIER. The packing engine performs constraint-aware heuristic optimization based exclusively on the data you provide; it does not measure, weigh, scan or otherwise verify the physical properties of any item or vehicle. Real-world cargo, vehicles, suspensions, weather, road conditions, driver behavior, regulatory regimes, customs requirements and operational practices vary in ways the optimizer cannot perceive. You acknowledge and agree that, despite the optimizer's hard-constraint enforcement (bounds, weight, overlap, support, non-stackable handling, stack-weight limits, hazardous separation, floor-only placement, no-stack groups, axle distribution, center-of-gravity ranges, door clearance and similar checks documented in the product), the algorithm may produce arrangements that are sub-optimal, that fail to detect real-world fragility, friction, lashing, dunnage, climate, vibration, or human factors, or that — in rare cases — contain bugs, regressions or numerical inaccuracies. Before any item is physically placed in a vehicle, on a pallet, or on a vessel, you and your operators are required to (i) independently verify that the suggested arrangement is safe, lawful and physically realizable; (ii) confirm conformity with axle-load limits, gross-weight limits, dimension limits, dangerous-goods segregation tables, and lashing/restraint requirements applicable to the route; (iii) inspect every item for damage and stackability before placing it; and (iv) override the suggestion whenever operational judgment, regulation or driver experience says so. To the maximum extent permitted by law, CargoDuo disclaims all responsibility for any error, omission, miscalculation, regression, latency, unavailability, defective output, or unexpected behavior of the packing algorithm, the optimizer, the trial system, the scoring weights, the smart-tag system, the multi-vehicle and group-routing modes, the physics-based viewer, or any successor or related feature.
9. Customer responsibility for physical loading and compliance
You are solely and exclusively responsible for the physical execution of any loading plan, including without limitation: (a) the choice of vehicle, container, pallet or vessel and the suitability of its dimensions, axle configuration, max gross weight, floor strength, lashing points, doors, ventilation, refrigeration and other physical attributes for your cargo; (b) the actual placement, restraint, lashing, blocking, bracing, dunnage and securing of every item in accordance with EN 12195, VDI 2700, AAR, NACA, IMO CSS Code, IMO IMDG, ADR, RID, IATA-DGR, US 49 CFR, FMCSA cargo-securement rules and any other applicable standard; (c) all dangerous-goods declarations, classifications, packing groups, segregation, marking, labeling, placarding and documentation; (d) verification of axle-load distribution, center-of-gravity, friction, balance, fragility, temperature requirements and stackability of real-world items, which may differ from the data provided to the optimizer; (e) compliance with route-specific regulations, weight-limit signage, bridge formulas, low-emission-zone rules, customs and excise requirements, sanctions and export controls; and (f) supervision and training of drivers, loaders and warehouse staff. CargoDuo is not a freight forwarder, carrier, customs broker, classification society, dangerous-goods consultant, certified weight scale, surveyor or law firm; nothing in the Service constitutes legal, regulatory, engineering or transport advice, and Output must not be relied upon in lieu of qualified professional verification.
10. No warranty for cargo damage, vehicle damage or third-party loss
WITHOUT LIMITING SECTIONS 8, 9 AND 12, CARGODUO DOES NOT WARRANT — AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION CONCERNING — THE FITNESS, SAFETY, COMPLIANCE OR CORRECTNESS OF ANY PHYSICAL LOAD ASSEMBLED IN RELIANCE ON THE OUTPUT. We accept no liability for, and you irrevocably waive any claim against us for: cargo damage, contamination or spoilage; vehicle, trailer, container, pallet, ship, hatch or chassis damage; tire wear or mechanical failure; overweight or oversize fines; axle-load violations; dangerous-goods violations; customs detention or seizure; insurance refusals or premium increases; downtime, demurrage, detention or storage charges; injury to drivers, loaders or third parties; collisions, rollovers, jackknifing or rollover propensity; environmental damage including spills; lost or delayed shipments; reputational harm; or any other physical, operational, financial or consequential loss arising out of, related to or alleged to be caused by reliance on the optimizer's Output. The risk of using the Output in operations is yours alone.
11. "AS IS" disclaimer
THE SERVICE, THE OPTIMIZER, THE OUTPUT, THE DOCUMENTATION AND ALL ASSOCIATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM CARGODUO OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS THE FOREGOING EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED, AND ANY MANDATORY WARRANTY IS LIMITED TO THE SHORTEST PERIOD AND NARROWEST SCOPE PERMITTED BY APPLICABLE LAW.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARGODUO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS OR SUB-PROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, USE, DATA, SAVINGS, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THESE TERMS, OR THE OUTPUT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF CARGODUO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CARGODUO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE NUMBER OR THEORY OF CLAIMS, WILL NOT EXCEED THE LESSER OF (A) THE FEES YOU ACTUALLY PAID TO CARGODUO FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND EUROS (€1,000). The exclusions and limitations in Sections 8–12 form an essential basis of the bargain and apply to the fullest extent permitted by law; nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (e.g., liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or liability under the German Product Liability Act / Produkthaftungsgesetz where mandatory).
13. Indemnification
You will defend, indemnify and hold harmless CargoDuo, its affiliates, officers, employees, agents and sub-processors from and against any and all third-party claims, demands, suits, proceedings, damages, losses, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Content, including any allegation that it infringes third-party rights or violates law; (b) your or your operators' physical loading, transport, storage, lashing, restraint, declaration, classification or handling of cargo, including any incident, damage, fine, accident or injury; (c) your breach of Sections 5, 7, 8 or 9; (d) your violation of any law, regulation, sanctions program or third-party right; or (e) your authorized users' acts or omissions. We may, at our option, assume control of the defense of any such claim, in which case you will cooperate fully at your expense.
14. Suspension and termination
Either party may terminate the agreement for convenience with 30 days' prior written notice effective at the end of the then-current paid term. Either party may terminate immediately for material breach not cured within 15 days of written notice. We may suspend or terminate access immediately, without prior notice and without liability, where we reasonably believe there is (i) a security threat to the Service or its users, (ii) non-payment past 30 days, (iii) a violation of Section 7 (Acceptable Use), (iv) a legal or regulatory order requiring it, or (v) repeated complaints of intellectual-property infringement. Upon termination all rights granted to you cease, you must stop using the Service, and we will, on written request received within 30 days of termination, provide a one-time export of Customer Content in a commonly used format; thereafter we may delete Customer Content as described in /legal/privacy. Sections that by their nature should survive termination (including 4 (last sentence), 5, 7–13, 16–22) will survive.
15. Service levels and support
We use commercially reasonable efforts to keep the Service available 24/7, excluding scheduled maintenance announced at least 48 hours in advance and emergency maintenance, force-majeure events, and disruptions caused by third-party providers (Cloudflare, Hetzner, Stripe, etc.). Plan-specific availability targets, support response times and contact channels are set out in /legal/sla and the applicable order form. Service-credit remedies provided under the SLA are your sole and exclusive remedy for downtime and constitute liquidated damages, not penalties.
16. Intellectual property; feedback
Each party retains all right, title and interest in and to its pre-existing intellectual property. Output generated for you remains yours to use within the scope of the license granted to you, subject to our continuing rights in the underlying Service, algorithms, models, weights and aggregated derivatives. If you provide suggestions, ideas, feature requests or other feedback ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify and incorporate the Feedback into the Service without obligation or attribution.
17. Force majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, embargoes, sanctions, pandemic or epidemic, fire, flood, earthquake, power or telecommunications failure, internet routing failure, denial-of-service attack, third-party hosting outage (Cloudflare, Hetzner, Stripe, certificate authorities), labor dispute, or supply-chain disruption (each a "Force Majeure Event"). The affected party will use reasonable efforts to mitigate the impact and resume performance.
18. Confidentiality
Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature, and in no event less than reasonable care. Confidential Information will be used only to perform the agreement and disclosed only to personnel with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without obligation of confidence, was independently developed, or is disclosed pursuant to legal compulsion (in which case the receiving party will give the disclosing party prompt notice where lawful).
19. Data protection
Where CargoDuo processes personal data on your behalf, the Data Processing Agreement at /legal/dpa is incorporated by reference and applies. Where required by law, the Standard Contractual Clauses (EU 2021/914), the UK IDTA and the Swiss FDPIC variant are deemed executed between the parties as set out in the DPA. You are the controller and are responsible for the lawfulness of the personal data you upload.
20. Export controls and sanctions
You will not access, use, export, re-export, or otherwise transfer the Service in violation of export-control laws and sanctions of Estonia, the European Union, the United Kingdom, the United States, or any other applicable jurisdiction. You represent and warrant that you are not located in a comprehensively sanctioned country, are not a denied or restricted party, and will not provide access to such persons.
21. Governing law and dispute resolution
These Terms are governed by the substantive laws of the Republic of Estonia, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of Tallinn (Estonia) have exclusive jurisdiction. Notwithstanding the foregoing, (a) consumers domiciled in the EU/EEA retain the protection of the mandatory provisions of the law of their habitual residence and may bring proceedings before the courts of that residence; (b) for disputes raised by Customers established in Germany or that materially relate to processing in Hetzner data centers in Germany, either party may elect the substantive law of the Federal Republic of Germany and the exclusive jurisdiction of the competent courts of Berlin; (c) we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual-property or confidentiality rights. The parties will attempt to resolve disputes amicably for 30 days before commencing proceedings.
22. Miscellaneous
Entire agreement: these Terms, the Privacy Policy, the DPA, the Cookie Policy, the SLA and any executed order form constitute the entire agreement and supersede prior or contemporaneous agreements on the same subject. Order of precedence: an executed order form > these Terms > the Documentation. Modifications: we may modify these Terms by posting a revised version with an updated "Last Updated" date; material changes will be notified at least 30 days before they take effect, and your continued use after the effective date constitutes acceptance. Assignment: you may not assign without our prior written consent except to a successor in a merger or sale of substantially all assets; we may assign freely to an affiliate or successor. Severability: if any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. No waiver: failure to enforce a provision is not a waiver. Independent contractors: nothing creates a partnership, joint venture or agency. Notices: notices to us may be sent to info@cargoduo.com; we may send notices to you via the email address registered to your account or via in-product banner. Language: the authoritative language of these Terms is English; translations are provided for convenience only.