Terms & Conditions

1.0 Definitions & Interpretations

“Add-on Features” means any optional, additional features provided by Qargo to the Customer within the Qargo TMS, as further described in the Ordering Document, where applicable.

“App” means the mobile application available to the Customer via an app-store for use with Qargo TMS;

“Authorised User” means any of the Customer’s employees, agents and independent contractors and other individuals or entities who are authorised by the Customer to use the Services (wholly or in part) and the Documentation;

“Business Day” means each day which is not a Saturday or Sunday or a bank or public holiday in England;

“Charges” means the Pre-payment Charge, Subscription Charge and any other charges (including but not limited to, charges for Professional Services and Add-on Features) as may be set out in an Ordering Document and agreed between the parties from time to time.

“Claim(s)” means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all losses including any other expenses of any nature whatsoever;

“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10;

“Contract Commencement Date” means the date on which the Ordering Document is signed by the Customer, creating a legally binding Agreement;

“Customer” or “You” means the entity purchasing the Services whose details are outlined in the Ordering Document;

“Customer Data” means all data, information and material input or uploaded to the Qargo TMS or otherwise provided to Qargo by the Customer’s Authorised Users;

“Documentation” means any information made available to the Customer by Qargo from time to time (online or otherwise) which is produced by Qargo and which describes the functionality, use or operation of the Services, to provide general help and assistance to Qargo’ customers;

“Force Majeure Event” means any happening or event beyond the reasonable control of the party concerned, which results in a failure or delay in the performance of that party’s obligations under this Agreement;

“Initial Term” means the initial period of the Subscription Services as set out in the Ordering Document, commencing on the Subscription Effective Date and as further described in Clause 3.2;

2.0 Commencement and duration

1. This Agreement shall commence on the Contract Commencement Date.


2. Access to the Services will commence on the Subscription Effective Date and shall continue for the Initial Term (which shall be set out on the Ordering Document), unless terminated sooner in accordance with clause 12.


3. On expiry of the Initial Term, this Agreement shall renew automatically for successive Renewal Terms unless terminated in accordance with clause 12, or unless either party gives no less than 30 days’ prior written notice of non-renewal (such notice to expire at the end of the Initial Term or any subsequent Renewal Term only).

3.0 Onboarding Services

1. Upon receipt of the Pre-payment Charge, Qargo and the Customer will enter the Onboarding Period, during which Qargo and the Customer will work together to configure and prepare the Qargo TMS for the Customer’s specific requirements. The details of the onboarding process, any related Professional Services purchased will be outlined in the Ordering Document.

4.0 Qargo’s Obligations

1. Subject to the terms of this Agreement and your compliance with it, Qargo grants to the Customer a non-exclusive, non-transferable, non-sublicenseable right for Authorised Users to use the Services and Documentation for internal business purposes, as laid out in the Ordering Document.


2. Qargo shall provide the Services to the Customer with reasonable skill and care subject to the terms of this Agreement. If Qargo fails to meet this commitment, and this failure is not caused by the Customer’s use of the Services contrary to the Documentation, Qargo will use commercially reasonable efforts to correct the issue or provide the Customer with a suitable workaround. This correction or workaround will be performed free of charge and is the Customer’s sole remedy for any failure by Qargo to meet this commitment.


3. Qargo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.


4. Qargo warrants that the Services, when used in accordance with the Documentation and under normal operating conditions, will materially function as described in the specifications outlined in the Ordering Document.


5. Qargo may make changes to the Services from time to time, with such changes not materially reducing the functionality, performance, or security of the Services. Notification of significant changes will be provided via the Qargo TMS.


6. Qargo agrees to comply with the obligations set out in the SLA at Schedule 1, the DPA at Schedule 2, and all applicable laws and regulations in connection with the Services.

5.0 Customer’s Obligations

1. The Customer shall:
   1. Provide Qargo with all necessary co-operation in relation to this Agreement;


   2. Provide Qargo with all necessary access to such information as may be required by Qargo; in order to provide Qargo TMS, including but not limited to Customer Data, security access information, access to the Customer’s IT system (including but not limited to its server(s)) and configuration services;


   3. Comply with all applicable laws and regulations;


   4. Ensure that the Authorised Users use Qargo TMS and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;


   5. Obtain and shall maintain all necessary licences, consents, and permissions necessary for Qargo, its contractors and agents to perform their obligations under this Agreement, including without limitation the provision of Qargo TMS and all or any Maintenance and Upgrade Services, Software Support and/or Professional Services and integration to Third Party Software;
2. The Customer shall not:
   1. Copy, translate, modify, adapt or create derivative works from any Services;


   2. Except as expressly permitted by this Agreement, permit any third party to access or use the Services or use the same on behalf of any third party;


   3. Attempt to discover or gain access to the source code for the Software or reverse engineer, modify, decrypt, extract, disassemble or decompile the Software (except strictly to the extent that You are permitted to do so under applicable law in circumstances under which Qargo is not lawfully entitled to restrict or prevent the same);


   4. Attempt to interfere with the proper working of the Services or Software and, in particular, must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into, introduce a Virus or otherwise disrupt the Services or Software or any associated website, computer system, server, router or any other internet-connected device;


   5. Access all or any part of Qargo TMS or the Documentation in order to build a product or service which competes with Qargo’s;


   6. Manipulate identifiers in order to disguise the origin of any Customer Data transmitted through the Service.