Terms & Conditions

1.  The following General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships between Impargo GmbH, represented by managing directors Julian Labeit and Gerhard Hänel, Behlertstraße 3a/Haus B2, D-14467 Potsdam, Telephone: +49-(0)-30-12083684, E-mail: info@impargo.de, Internet: https://impargo.de/ (hereinafter referred to in gender-neutral terms as the "Provider") and the customers (hereinafter referred to in gender-neutral terms as "Customers", collectively also "Parties") of the Provider.
2. These GTC apply exclusively when the customer is a businessperson. According to § 14 BGB, a businessperson is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of his or her commercial or independent professional activity. In contrast, a consumer according to § 13 BGB is any natural person who concludes a legal transaction for purposes which can predominantly be attributed neither to his or her commercial nor to his or her independent professional activity.
3. Authorities, corporations, institutions, foundations, legal entities of public law or a special fund under public law, which act exclusively in private law at the time of conclusion of the contract, are also considered as businesspeople in the sense of these GTC.
4. The services of the Provider are exclusively directed at businesspeople according to clause 1.2. of these GTC. The Provider can therefore demand before the conclusion of the contract that the customer sufficiently proves his or her business status to the Provider. This can be done, for example, by stating the VAT ID number or by other suitable proof of identity. The data required for proof of identity must be provided by the customer in a complete and truthful manner.
5. The GTC of the Provider apply exclusively. If the customer uses conflicting or supplementary general terms and conditions, their validity is hereby objected to; they will only become part of the contract if the Provider has expressly agreed to them.
6. Unless otherwise agreed, these GTC apply to customers in the version valid at the time of the customer's order or at least in the version last communicated to him or her in text form as a framework agreement also for similar future contracts, without the Provider having to refer to them again in each individual case.

1. The subject of the contract is - depending on the selection of the service package - the free or paid and time-limited granting of the use of the software "Impargo CargoApps, Impargo ShipperPortal and Impargo DriverApp" (hereinafter "Software") in the customer's company via the internet.
2. The Provider also offers consulting, training or other support services (setup, configuration, data migration, customization, etc., hereinafter "Support Services") for the software he offers. The content of the support services is separately agreed between the parties and is separately remunerated. Otherwise, support services are not subject to the contract.
3. If the use of the software is offered via mobile applications (hereinafter "DriverApp"), the use of the DriverApp is subject to its own conditions, which are agreed upon by the customer's consent when downloading the mobile application.
4. The software may contain links to third-party web services or services. These GTC do not apply to such services, which are not provided by the Provider, but by a third party on their websites, even if this is done free of charge and/or registration with the Provider is required for their use. Only the General Terms and Conditions provided by the third-party provider before using the services or the legal provisions in relation to the customer and the third-party provider apply to these services. In this respect, the Provider only mediates the technical access to these services.
5. The subject of the contract may also be the regular provision of digital content by the seller (hereinafter "Subscription Contract"). In the case of the subscription contract, the Provider undertakes to provide the customer with the contractually owed software within the agreed contract term at the owed time intervals.

1.  The Provider grants the customer the use of the software in its latest version for the contractually agreed number of authorized dispatchers or drivers (hereinafter "Users") via the Internet using a browser.
2. The Provider ensures the functionality and availability of the software during the contract term and will keep it in a condition suitable for contractual use.
3. The Provider provides an online tool (software) that the customer can use to digitize and automate his logistics processes. To do this, the provider uses interfaces (hereinafter "API") among others, with which data from third-party providers can be used and made available. The functional scope of the software is otherwise derived from the current service description on the provider's website, accessible under the link https://impargo.de.
4. The customer can increase or reduce the number of authorized users of the software according to the conditions mentioned in the price list. The access data required for the corresponding number of authorized users will be transmitted to the customer immediately in electronic form after the conclusion of the contract.
5. The Provider also provides the customer with a user documentation after the conclusion of the contract. The user documentation can be viewed at any time during the use of the software.
6. The Provider can continuously further develop the software taking into account the legitimate interests of the customer, and can in particular improve it through ongoing updates and upgrades due to changes in legal situation, technical standards, or to improve IT security. However, the provider does not owe an adaptation to the individual needs or the IT environment of the customer unless otherwise agreed between the parties. The provider will inform the customer in good time about necessary updates or upgrades. If there is a significant impairment of the legitimate interests of the customer, the latter has a special right of termination according to clause 14.6. of these GTC. Changes that have only an insignificant influence on the provider's services do not constitute service changes within the meaning of this paragraph. This applies in particular to changes of a purely graphic nature and the mere change in the arrangement of functions.
7. The Provider will regularly carry out maintenance on the software and will immediately eliminate all software errors to the extent technically possible. An error exists if the software does not fulfil the functions specified in the service description or does not work properly in another way, so that the use of the software is impossible or limited. Maintenance is usually carried out outside the customer's usual business hours, unless maintenance has to be carried out at another time due to compelling reasons.
8. The Provider will take measures to protect the data and their backups according to the state of the art. Server systems and services are used that have an appropriate, reliable and controlled backup & recovery concept.
9. The customer is the sole owner of the data stored on the Provider's servers. The data can be demanded by the customer at any time.

1. The use of the software requires a registration. The registration is an offer from the customer to the provider to conclude a contract for the use of the software (hereinafter "user contract") according to these GTC. It is up to the provider to accept or reject this offer.
2. The registration may only be made by those who are authorized to represent the company for which the service is to be used legally.
3. The user contract is concluded when the provider enables access to the software.
4. The provider assumes that all information provided by the customer is complete and correct and always up to date. Registrations for third parties are not permitted and access must not be enabled for third parties.
5. Access data must be kept up to date at all times. The customer is responsible for the accuracy of the access data. Without the access data, it is not possible to use the software.
6. The technical requirements for the use of the software are a sufficiently fast internet connection and one of the browsers Chrome (from version 64), Firefox (from version 69), Safari (from version 13), Opera (from version 52) or Edge (from version 84) ("system requirements"). The customer must ensure that he/she fulfils the technical requirements.
7. By completing the registration process (hereinafter "registration") and creating a user account, a free user contract for a restricted software version is concluded between the customer and the provider.
8. For registration and account creation, a user account must be created. The data required for the user account (hereinafter referred to as "login data") result from the input mask used for registration.
9. Both natural and legal persons can register for the use. The registration of a legal entity can only be made through a person authorized to represent it. Only customers who are of legal age and have legal capacity can register as natural persons. If the customer is a minor, registration may only take place with the consent of a legal guardian. The provider is entitled to make the registration dependent on appropriate proof of the consent of a legal guardian.
10. The creation of a user account is only possible by providing a current email address of the customer. This email address also serves for communication with the provider.
11. The customer may only register once for the business use of the provider's services. A user account is not transferable to other users of the software.
12. The customer assures that the data used in the creation of their account (hereinafter referred to as "account data") are truthful and complete.
13. With the registration, the customer creates a password for their user account. The customer must not disclose the password to third parties, must keep it safe to avoid misuse.
14. After completing the registration, the customer receives a confirmation email with an activation link. To complete the registration, the customer must verify themselves by clicking on the link in the confirmation email. There is no entitlement to the conclusion of a user contract.
15. The customer can correct their entries made during registration at any time before completing their registration using the usual keyboard and mouse functions.
16. The conclusion of the contract takes place in German and English.
17. The customer must ensure that the email address they provide for registration is correct, so that they can receive the emails sent by the provider at this address. In particular, the customer must ensure that all emails sent by the provider or by third parties commissioned by it with the processing of the order can be delivered when using SPAM filters.

1. The presentation and promotion of the described paid software versions in the provider's online shop constitute a binding offer from the provider to conclude a contract.
2. The customer can accept the provider's legally binding offer and conclude the contract between the parties by clicking on the button that finalizes the order process and by submitting their order. The customer can correct their entries at any time before sending their legally binding order using the usual keyboard and mouse functions. The provider sends the customer a confirmation by email immediately after the order has been sent.
3. Upon conclusion of the contract, the provider stores the contract text, including the GTC, in compliance with data protection regulations and sends them to the customer in written or text form (by letter or email) after the customer's order has been dispatched. The provider does not provide any further access to the contract text. The customer can view the contract text on the provider's website. The order data are stored in the provider's system and can be viewed and retrieved by the customer using their access data in the password-protected customer account.
4. The provider can also provide the contract text, including the GTC, via a reference to an online source (e.g. by link).
5. The conclusion of the contract takes place in German and English.
6. The customer must ensure that the email address they provide for processing the order is correct, so that they can receive the emails sent by the provider at this address. In particular, the customer must ensure that all emails sent by the provider or by third parties commissioned by it with the processing of the order can be delivered when using SPAM filters.

1. There is no physical provision of the software to the customer.
2. The customer receives simple, i.e. non-sub-licensable and non-transferable, rights limited to the duration of the contract to use the latest version of the software for the contractually agreed number of users by accessing it via a browser in accordance with the following regulations.
3. The customer may only use the software within the framework of their own business activities by their own personnel. The customer is not permitted to use the software beyond this extent.

1. The provider sets up a support service for customer inquiries about the functions of the paid software. Inquiries can be made via the contact form on the website, via a chat function, by phone via the support hotline, or by email. The support hotline is available to customers from Monday to Friday from 09:00 to 17:00 (excluding public holidays at the provider's location). The inquiries are processed in the order they are received during the aforementioned time window.

1. The provider offers its software subject to availability, and maintains minimum availability of at least 98.5% per month. Outages due to reasons beyond the provider's control (e.g., public network disruptions, power outages, etc.) are not included in this calculation.
2. The provider stores the contract text, including the terms and conditions, at the conclusion of the contract, in compliance with data protection regulations.
3. Downtimes that are not the responsibility of the provider (e.g., IT attacks, improper use of the software by the customer, incorrect manufacturer specifications, etc.) or unforeseen necessary maintenance work are not included in the determination of availability.
4. Any software malfunctions must be reported to the provider immediately. Fault reporting and remediation is guaranteed on working days (excluding Saturdays or public holidays at the provider's headquarters) during the times specified on the provider's website.
5. Malfunctions are divided into categories:
   1. Category 1 (very high priority): Malfunctions that lead to a failure of the entire system or essential parts of it. The provider responds within two (2) hours of receiving the customer's fault report.
   2. Category 2 (higher priority): Malfunctions that impair system usage to such an extent that meaningful system usage is not possible or only possible with disproportionate effort. The provider responds within three (3) hours of receiving the customer's fault report.
   3. Category 3 (normal priority): Other malfunctions that do not or only insignificantly impair system usage. The provider responds within one (1) working day after receiving the customer's fault report.
6. The provider fixes malfunctions within 24 hours for Category 1, within 48 hours for Category 2, and within ten (10) days for Category 3.
7. The provider reserves the right to determine the appropriate means of resolving a malfunction. If a malfunction cannot be successfully resolved within the aforementioned periods, the provider must immediately inform the customer of the additional time required for fault resolution.

1. Customers must protect the access data transmitted to them from third-party access in accordance with technological standards and ensure usage only within the contractually agreed scope. Any unauthorized access should be immediately reported to the provider.
2. Customers are obliged not to store any data that violates existing law, regulatory directives or orders, third-party rights, or agreements with third parties.
3. Customers must check their data and information for viruses or other harmful components before inputting it, using antivirus programs in line with current technological standards.
4. Despite the provider's obligation for data security, customers are themselves responsible for inputting and maintaining their data and information required for software usage.
5. Customers are prohibited from obtaining confidential information via reverse engineering, which includes any actions aimed at gaining confidential information. The permissions for reverse engineering according to § 69d paragraph 3 and § 69e UrhG remain unaffected.
6. In the event of abusive use of the software, the provider has the right to warn the customer and/or temporarily or permanently block access to the software and may initiate civil and criminal measures if necessary.  
    

1. Unless otherwise indicated in the provider's offer, the stated compensation is total prices. The customer is obliged to pay the agreed monthly fee for the provision of the software. The compensation is determined according to the provider's price list valid at the time of the contract conclusion, unless otherwise agreed.
2. The provider reserves the right to adjust the compensation to preserve the price-performance ratio. Adjustments can be made based on cost increases or reductions, with all adjustments taking effect one month after announcement.
3. Objections to the provider's billing must be raised within 14 days of receipt. After this period, the billing is considered approved by the customer.
4. The customer can pay the compensation using selected methods:
   1. credit/debit card payment is processed upon order placement, with the card charged after legitimate cardholder identification.
   2. For subscription contracts, compensation is due in advance for each contractual time interval.
   3. Payment methods and conditions are communicated on the provider's website. If the "SEPA Direct Debit" option is chosen, the amount is deducted from the customer's bank account at the start of each new time interval.
   4. If the customer is at fault for failed debiting due to incorrect bank details or insufficient account coverage, the customer will bear the fees resulting from the bank's chargeback.
5. The customer enters into default upon expiration of the above payment deadline. The outstanding compensation is subject to interest at the current statutory default interest rate during the default period.
6. The customer's offsetting rights are only valid if counterclaims are legally established or undisputed and linked to the provider's main claim.
7. The customer's right of retention is excluded unless the counterclaim originates from the same contractual relationship and is undisputed or legally established. For claims, written notification to the provider is required.
8. If after the conclusion of the contract it becomes apparent that the provider's claim to compensation is at risk due to the customer's lack of performance, the provider is entitled to refuse performance and - possibly after setting a deadline - to withdraw from the contract.  
    

1. The granting of software use adheres to the warranty provisions of tenancy law (§§ 535 ff. BGB).
2. Customers are required to promptly report any defects to the provider.
3. The provider's warranty is excluded if functionality and operational readiness are only insignificantly affected. The liability independent of negligence under § 536a para. 1 BGB for defects present at the time of contract conclusion is excluded.
4. Customers acknowledge that databases with maps, traffic data and forecasts, additional data used for calculations, and toll tariff information can never fully reflect actual conditions due to potential technical delays in updating the database. Such discrepancies do not constitute a defect.
5. The provider assumes no liability for deviations between the route calculated on this page and actual routes taken due to the use of different navigation systems or current traffic conditions. There may be minor differences compared to rates billed by the toll operator. All stated toll amounts are therefore to be understood as optimized approximate values.

1. Regarding the services provided by the provider, the provider, its legal representatives and agents are fully liable in the case of
   1. intentional or gross negligence,
   2. intentional or negligent harm to life, body or health, 
   3. guarantee promises agreed between the parties,
   4. and where the scope of the Product Liability Act applies.
2. In the event of a breach of essential contractual obligations, the liability for simple negligence is limited to the foreseeable, typical contract damage, unless unrestricted liability applies according to point 12.1. Essential contractual obligations are those imposed by the contract on the provider for the achievement of the contract's purpose, the fulfillment of which enables the proper implementation of the contract, and the observance of which the customer can regularly rely on (so-called cardinal obligations).
3. In all other respects, the provider's liability is excluded.

1. The provider guarantees that the software does not infringe on third-party rights. The provider will indemnify the customer from all third-party claims due to infringements of protective rights for which it is responsible in connection with the contractual use of the software, upon first demand, and will cover the costs of reasonable legal defense. The customer will immediately inform the provider about third-party claims made against them due to the contractual use of the software, and will grant all necessary powers and permissions to defend the claims.
2. The customer ensures that the content and data stored on the provider's servers, as well as its use and provision by the provider, do not violate applicable laws, regulatory orders, third-party rights, or agreements with third parties. The customer will indemnify the provider from claims made by third parties due to a violation of this clause, upon first demand, and will cover the costs of reasonable legal defense. The customer will immediately inform the provider if third parties raise claims against the provider that fall under the above indemnification obligation. The customer is obliged to provide the provider with all available information about the relevant facts completely, truthfully, and immediately in written or text form (by letter or email). Any further claims by the provider remain unaffected.

1. The contract duration begins with the conclusion of the contract. The customer can choose between a monthly and yearly contract duration during the ordering process.
2. If the customer chooses a monthly contract duration, the contract lasts one (1) month starting from the conclusion of the contract. Unless a different extension period is stated or agreed upon in the provider's service description, the contract is automatically extended by one (1) month if it is not effectively terminated. The contract can be terminated at any time during the minimum term, at the end of the minimum term.
3. If the customer chooses an annual contract duration, the contract lasts twelve (12) months starting from the conclusion of the contract. Unless a different extension period is stated or agreed upon in the provider's service description, the contract is automatically extended by twelve (12) more months if it is not effectively terminated. The contract can be terminated at any time during the minimum term, at the end of the minimum term.
4. The customer is obliged to keep their data (especially billing data) up to date and to carry out an update of their data themselves or to inform the provider in case of changes.
5. Customers have the opportunity to test the software free of charge for a period of 14 days ("trial period"). The scope of services of the software is unlimited during the trial period. If no termination occurs during the trial period, the fee-based contract selected by the customer at the conclusion of the contract automatically begins.
6. The right of each party to terminate the contract wholly or partially without observing a notice period within a reasonable time after becoming aware of the reason for termination, given an important reason, remains unaffected. An important reason exists if there are facts which, taking into account all circumstances of the individual case and weighing the interests of the contracting parties, make it unreasonable for the party giving notice to continue the contract.
7. Contracts can be terminated in written or text form (e.g. by email or letter).
8. Paid subscriptions can also be terminated directly in the user account.

1. Both parties will comply with the applicable data protection regulations that apply to each of them.
2. Insofar as the provider has access to personal data of the customer within the framework of service provision, the parties will conclude a corresponding data processing agreement upon conclusion of this main contract. In this case, the provider will process the respective personal data solely in accordance with these provisions and the instructions of the customer.
3. The provider undertakes to maintain silence about all confidential information (including trade secrets) that he learns in connection with this contract and its execution, and not to disclose, pass on or otherwise use it towards third parties. Confidential information is information that is marked as confidential or whose confidentiality is apparent from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The obligation to maintain secrecy does not apply if the provider is legally or due to binding or final decisions of authorities or courts obliged to disclose the confidential information. The provider undertakes to agree with all employees and subcontractors a regulation identical in content to the preceding paragraph.

1. The provider reserves the right to change these Terms and Conditions at any time without providing reasons, unless this is unreasonable for the customer. The provider will notify the customer in writing of changes to the Terms and Conditions in a timely manner. If the customer does not object to the applicability of the new Terms and Conditions within a period of four (4) weeks after the notification, the amended Terms and Conditions are deemed accepted by the customer. The provider will inform the customer in the notification about his right to object and the importance of the objection period. If the customer objects to the changes within the aforementioned period, the contractual relationship will continue under the original Terms and Conditions.
2. In addition, the provider reserves the right to change these Terms and Conditions if obliged to do so due to
   1. a change in the legal situation;
   2. to comply with a court judgment or administrative decision against it;
   3. to introduce additional, entirely new services or service elements that require a service description in the Terms and Conditions, unless the previous contractual relationship is adversely affected by this;
   4. if the change is solely beneficial for the customer;
   5. or if the change is purely technical or process-related, unless it has significant effects on the customer.
3. The termination rights of the parties remain unaffected by this.

1.  The laws of the Federal Republic of Germany, excluding international uniform laws, in particular the UN Sales Law, apply to these Terms and Conditions and the contractual relationship between the parties.
2. The customer is prohibited from assigning any claims from the contract concluded between the parties, especially any claims related to defects.
3. If the customer is a merchant in the sense of the Commercial Code, an entrepreneur in the sense of § 14 BGB, a legal entity under public law, or a public special fund, the exclusive - also international - jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the provider's place of business. The provider is also entitled in all cases to file a lawsuit at the place of performance of the service obligation according to these Terms and Conditions or a superior individual agreement or at the customer's general place of jurisdiction. Overriding legal provisions, especially regarding exclusive jurisdictions, remain unaffected.

As of: 01.09.2023