Legal

Terms of Service

These Terms govern the use of the platform and services provided by Freightable GmbH, Hamburg, Germany. Please read them carefully — they form part of the agreement between you and Freightable.

Last updated: 10 May 2026

Section 1

Scope

These Terms of Service (the "Terms") are binding on users ("Customer", "you", "your") of the online platform operated by Freightable GmbH, a company organised under the laws of the Federal Republic of Germany and having its registered office in Hamburg, Germany ("Freightable", "we", "us", "our").

By using the platform, you agree to be bound by these Terms. A separately executed agreement between Freightable and the Customer supersedes this document. These Terms must be read together with the relevant SaaS Service Order Form.

Freightable reserves the right to revise these Terms by posting updates. Continued use of the platform means you accept the changes. Freightable reserves the right, in its sole discretion, to determine whether you have violated these Terms and to terminate access where violations are identified.

Section 2

Definitions

The following defined terms apply throughout these Terms:

Applicable Laws — statutes, regulations and governmental authorisations applicable to your business, including but not limited to laws of the Federal Republic of Germany and the European Union.
Authority — any governmental, regulatory or administrative body.
Authorisation — any consent, licence, approval or permit issued by an Authority.
Information — data in any form including specifications, processes, trade secrets, research, designs and business records.
Intellectual Property — patents, trademarks, copyrights, trade secrets and know-how.
Confidential Information — non-public information communicated between the parties.
Services — services provided by Freightable under these Terms and the SaaS Service Order Form.
Software — software used in the provision of the Services, owned or licensed by Freightable.

Headings are for reference only. "Include" is not limiting. Singular words include plural and vice versa.

Section 3

Provision of services

Freightable undertakes to provide the Services via its platform under these Terms and the SaaS Service Order Form, subject to your payment of the fees. The date the agreement comes into effect determines when the Services become chargeable.

Section 4

Performance of services

Freightable performs its obligations professionally and with adequately skilled personnel. The Services conform to your specifications as enumerated in these Terms, the Order Form and any annexures.

Freightable is not responsible for the completeness or accuracy of any data provided by the Customer and bears no responsibility for service failures caused by incomplete or inaccurate Customer data. Required data may include: user credentials, organisational charts, signatures, logos, terms and conditions, rate sheets, vendor lists, IT contact information, domain setup and rollout plans.

Section 5

Customer's obligation to input data

"Data" means your freight rate data including ocean, air, road and rail costs from point to point, plus ancillary data such as surcharges.

Unless otherwise specified, the Customer must update Data regularly. The Customer is responsible for all Data being complete and correct, and for obtaining all consents necessary to share it with Freightable.

Section 6

Freightable's use of data

Freightable is authorised to process Data through methodology including cleaning, analysis, standardisation and anonymisation, and to aggregate the Data onto your subscribed platform.

Freightable shall not disclose Data to third parties or use Data except as set forth in these Terms or to comply with legal requirements.

Freightable may use your name, logo and trade name for marketing, promotional and reference purposes without prior approval, unless you expressly restrict such usage in writing.

Freightable may utilise aggregated and anonymised performance data to create case studies and industry insights; publication of any such materials referencing the Customer requires the Customer's prior written consent.

Section 7

Payment

Fees and charges. The Customer shall compensate Freightable for the Services and deliverables in accordance with these Terms, the Order Form and any annexures.

Mode. Freightable invoices the Customer per agreed terms.

Currency. Payment is in EUR unless otherwise agreed. USD or GBP may be agreed in writing.

Delayed payments. If the Customer does not pay within fifteen (15) days of the invoice date, statutory default interest under § 288 of the German Civil Code (BGB) shall accrue on the unpaid amount, and Freightable may suspend performance until full payment is received.

Disputed invoices. The Customer must pay undisputed portions of any invoice while resolving disputes reasonably and in good faith.

Annual increases. All recurring prices are subject to an annual increase of 5% counted from the Start Date by mutual agreement.

Section 8

Taxes

All amounts are exclusive of value added tax (VAT), duties and other levies. Where Freightable is liable for any taxes, duties or charges in Germany, the Customer shall pay equivalent amounts upon receipt of a valid invoice.

Where withholding tax applies, the Customer shall pay such additional amounts as may be necessary so that Freightable receives the full fees due. The Customer bears any bank charges associated with the transfer of funds.

Section 9

Your obligations

The Customer shall:

promptly pay all invoices;
prepare and deliver input data within timeframes, protocols and file conventions specified by Freightable;
ensure that media containing data are virus-free;
provide data which does not violate any third-party Intellectual Property rights;
promptly provide input, instruction, feedback or decisions where service levels depend on them;
maintain a backup system and procedures for the reconstruction of lost, damaged or altered data;
pay Freightable's re-performance fees if the Customer requests data recovery, except where loss was solely attributable to Freightable;
provide Freightable with access to Customer software where required for the Services; such access is revocable after successful delivery;
ensure it is properly authorised and licensed to permit Freightable's software use, and bear all associated costs;
cooperate to enable the provision of the Services; and
comply with all assigned service levels.

Section 10

Representations and warranties

The Customer represents and warrants that:

it is duly organised, validly existing and in good standing under its laws of incorporation;
it has corporate authority to enter into this agreement and perform its obligations;
providing input data does not violate any Applicable Laws;
all necessary and requisite approvals, licences and Authorisations for its business and outsourcing are valid and in effect;
it is properly authorised and licensed to permit Freightable's software use, and shall pay all associated costs; and
it holds all licences necessary for software use by Freightable in the provision of the Services.

Section 11

Privacy and data protection

The Customer shall comply with its obligations as the data controller under the EU General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR"), the German Federal Data Protection Act (BDSG) and any other applicable privacy laws. Freightable acts as the data processor on behalf of the Customer. Freightable shall cooperate with the Customer to support jurisdiction-specific compliance, and the parties shall enter into a Data Processing Agreement where required.

Section 12

Privacy obligations

The Customer is primarily responsible for the collection, processing, use and storage of personal data subject to applicable privacy laws, including the GDPR. The Customer shall ensure that its employees, agents and contractors comply with such laws.

Specifically, the Customer shall:

notify data subjects of all matters required by Applicable Laws regarding the collection and processing of their personal data; and
notify Freightable immediately upon becoming aware of any breach of Applicable privacy laws related to the Services.

Section 13

Data protection

Freightable acknowledges that accessing personal data requires a higher standard of care, and agrees to use reasonable endeavours to protect such personal data in accordance with the GDPR.

Freightable will not share, rent, sell or in any way transfer or disclose any personal data to any third party without the Customer's written consent, except where required by law.

Upon suspicion of irregularities or awareness of a breach, Freightable shall promptly notify the Customer in writing.

On termination, Freightable shall destroy or return all copies and reproductions of personal data in its possession, in accordance with the Customer's documented instructions and applicable retention obligations.

Section 14

Confidentiality

Neither party shall disclose the other's Confidential Information to third parties without prior written consent, nor use it beyond the purposes for which it was disclosed.

Confidential Information does not include information that:

has been, is now, or later becomes publicly available through no fault of the receiving party;
has been, is now, or later becomes rightfully learned by the receiving party from an unrestricted third party;
has been, is now, or later is furnished to third parties generally without similar restriction;
was known to the receiving party prior to disclosure; or
has been, is now, or later is independently developed by the receiving party without using any Confidential Information, provable by written records.

Section 15

Intellectual property

Freightable retains all rights to Intellectual Property arising from the Services and grants the Customer a non-exclusive licence to use such Intellectual Property solely for the purpose of enjoying the benefits of the Services under these Terms and any annexures.

The Customer undertakes:

not to use Freightable's Intellectual Property without prior express written consent;
not to use it beyond the purposes stated in these Terms;
that it gains no Intellectual Property rights by accepting these Terms; nothing herein confers Intellectual Property ownership unless specifically agreed in writing;
that, if new Intellectual Property develops during these Terms, the parties shall negotiate in good faith for a separate agreement;
to ensure proper authorisation and licensing to permit Freightable's software use for the Services; and
to be bound by the Acceptable Use Policy (Annexure A).

Section 16

Indemnity

Each party shall indemnify and hold the other harmless from liability arising from its negligence, whether solely or partially attributable, in connection with the Services.

Section 17

Limitation of liability and consequential damages

To the maximum extent permitted by mandatory German law, neither Freightable nor any other party involved in creating, producing or delivering the Services or the Freightable platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data, loss of goodwill, service interruption, computer damage or substitute service costs, arising out of or in connection with these Terms or the Services, whether based on warranty, contract, tort, product liability or any other legal theory, and whether or not Freightable was informed of the possibility of such damages.

To the maximum extent permitted by law, Freightable's total liability arising out of or in connection with these Terms shall not exceed the amounts paid by the Customer to Freightable in the twelve (12) months preceding the event giving rise to the claim, or EUR 300 if the Customer had no payment obligations.

Nothing in these Terms excludes or limits liability for damages caused by intent or gross negligence, for damages resulting from injury to life, body or health, or for liability that cannot be excluded or limited under mandatory provisions of German law (including the Product Liability Act).

Section 18

Validity of terms

These Terms become effective upon the Customer's acceptance and continue for the period set out in the SaaS Service Order Form. These Terms shall automatically renew for an additional period equal to the original timeframe unless either party gives ninety (90) days' non-renewal notice, unless the Order Form specifies otherwise. Either party may terminate where instructed by a court or competent authority.

Section 19

Termination

Either party may elect non-renewal by providing ninety (90) calendar days' prior written notice to the address in the Order Form or by email. Such notice takes effect only at the end of the then-current term. Mid-term termination for convenience is not permitted. Except as expressly provided in this agreement, the Customer shall not be entitled to cancel the subscription or receive any refund of prepaid or unused subscription fees during the term.

Section 20

Effect of termination

Upon expiry or termination:

the Customer shall immediately pay all outstanding fees accrued through the date of termination, which become immediately due; and
Freightable shall destroy or return all input data and other confidential information provided by the Customer, in accordance with the Customer's documented instructions and any mandatory retention obligations.

Section 21

Non-solicitation

During the term of these Terms and for a period of one (1) year thereafter, the Customer covenants not to solicit, employ or attempt to hire any Freightable personnel or sub-contractors, or to offer them employment or services.

Section 22

Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is Hamburg, Germany, provided the Customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law.

If a dispute arises regarding the construction, effect, rights, obligations, performance, breach, rescission, termination, damages or compensation under these Terms, the parties shall attempt amicable resolution in good faith within thirty (30) days. Where resolution fails, the claiming party shall deliver a written dispute notice detailing particulars, and unresolved disputes shall be finally resolved by the competent courts of Hamburg.

Section 23

Miscellaneous

Force majeure. If either party cannot perform its obligations (except payment) due to circumstances beyond its reasonable control — including strikes, labour disputes, governmental orders, civil disorder, disasters, war, acts of God, fire, flood, pandemic or other emergencies — non-performance is excused. If the force majeure event continues for more than thirty (30) consecutive days, the parties may terminate on mutually agreed terms without further liability.

Notice. All required notices, consents or approvals must be in writing and sent by registered mail or by email with confirmation of receipt to Freightable's registered address or to legal@freightable.ai.

Relationship of parties. Freightable and the Customer are independent contractors. Nothing herein creates an employment, partnership or joint-venture relationship. Freightable personnel are employees of Freightable and never of the Customer.

Assignment. Neither party may assign any part or the whole of these Terms without the other's prior written permission, except that Freightable may assign these Terms to any of its affiliates.

Waiver. No waiver of any provision is effective unless in writing (excluding emails) and executed by the party against whom enforcement is sought. A single waiver does not constitute a waiver of other terms or future occasions.

Severability. If any provision is held invalid or unenforceable, such invalidity does not affect the remaining provisions, which shall remain in full force and effect. The parties shall replace any invalid provision with a valid one that comes closest to the economic intent of the invalid provision.

Non-exclusivity. Nothing herein precludes either party from entering into similar arrangements with others, subject to its confidentiality obligations.

Entire terms. These Terms, together with the Order Form and any annexures or written agreements between the parties, constitute the entire agreement between the parties. The Terms are subject to change at any time. Continued use after changes constitutes acceptance.

Annexure A

Acceptable Use Policy

Capitalised terms used in this Annexure have the meanings given in the Terms of Service or the Privacy Policy. "Technology" means software components made available on-premise or in the cloud, derivative works, improvements and background Intellectual Property rights.

Section I: Account creation provisions

(a) Account basics and acceptable conduct

Account names operate on a first-registered basis and are intended for immediate, active use.
Selling, buying or soliciting payment for account names is prohibited.
To keep your account active, you must log in on a regular basis.
For company-associated email addresses, we assume in good faith that you represent and bind that entity.
All information accessible through your account is the confidential property of Freightable; disclosure is prohibited unless permitted in these Terms.
Freightable may store, use and process account information such as email addresses and passwords for the operation of the platform and Services.
You will not attempt unauthorised access to services, accounts, systems or networks, or circumvent any security measure or test for system vulnerabilities.
You will not interfere with users, hosts or networks via viruses, overloading, spamming, mail-bombing, malware distribution or misrepresentation.
You will keep your password and other login information secure and monitor and control all activity under your account.

(b) Account removal

Freightable may remove or suspend your account if:

Inactivity — we reasonably determine that your free account has been inactive for at least ninety (90) days, with no user sign-ins or automation jobs;
Breach — we reasonably suspect a breach of your obligations under these Terms or this policy;
Fees — you fail to pay associated fees when due, or there is an extended payment moratorium;
Infringement — we reasonably suspect unlawful use of the account or infringement of third-party rights;
Upon request — as requested by you, unless Freightable has a legal obligation or legitimate interest in retaining the information.

Upon account removal, you cannot sign in and any data in your account, including the account name, will be permanently deleted and cannot be recovered. We are not liable for any loss of data as a result of applying this policy.

Section II: Service usage requirements

When Freightable provides the Services, the Customer agrees that:

it will back up and validate data from any system accessed; Freightable assumes no liability for data loss or corruption;
it will not rely on Freightable for installations, deployment or incident resolution for non-paid components;
it has the necessary rights in any third-party products requested for the Services;
deliverables from professional services are used only with the Freightable platform;
it will not mix deliverables with non-production technology unless expressly allowed;
it must not, and will not encourage others to, use the deliverables and Services (i) to inspect or analyse for benchmarking, (ii) to design, modify or create a derivative work, (iii) to acquire technical specifications, (iv) to misappropriate or infringe any rights, (v) to access, tamper with or use non-public areas, or (vi) to perform any type of security testing, unless expressly authorised;
it will not disassemble, decompile or reverse engineer the deliverables, except as expressly permitted for interoperability and only after ninety (90) days' advance notice and unsuccessful information requests to Freightable;
it will not remove, alter, modify or misappropriate proprietary markings in the Services;
it must not resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute its acquired rights;
the Services are not used for purposes prohibited by EU, German or other applicable law, including export-control laws, or in systems where failure could threaten human safety or cause severe physical harm or environmental or property damage (nuclear, avionics, life support). The Services and deliverables are not fault tolerant for high-risk use, and Freightable disclaims all liability for such use;
it complies with the terms of any third-party data, product, service or platform provider; it carries the entire risk of such use;
the Services are not used in service-bureau, managed-service or commercial-hosting environments without Freightable's express written approval;
it ensures these Terms (including this policy) flow down to all third parties with access to deliverables or Services, and it is liable for third-party compliance;
it obtains and maintains all authorisations and consents required for the use of personal data as contemplated.

Annexure B

Professional Services Terms

1. Definitions

Freightable — Freightable GmbH.
Customer — the party requesting Professional Services under a Work Order or Statement of Work.
Party / Parties — Freightable and / or the Customer.
Professional Services — services provided by Freightable beyond software licences, SaaS, support or data entry during live operations; typically time-limited activities with a predefined scope.
Work Order — a written agreement defining scope, commencement, pricing and billing.

Professional Services include:

implementation activities for the Freightable SaaS product up to live operations;
conceptualisation, planning, coordination, education, data review and configuration before or during live operations;
individual consulting services related to or independent of Freightable products.

"Work Order" and "Statement of Work" are synonymous.

2. Purpose and applicability

These Professional Services Terms define aspects specific to Work Orders that are not explicitly governed by the Terms of Service. In case of inconsistencies, the order of precedence is: the individually agreed Work Order, then any individual agreement, then these Terms of Service including the Professional Services Terms.

3. Work Order agreement and termination

Work Orders must be agreed and signed before execution.
Work Orders may be amended before or during their runtime by mutual written agreement.
The Customer may terminate any Work Order for convenience at any time upon one (1) month's prior written notice and payment of fees for incurred effort up to termination.
Freightable may terminate a Work Order upon ten (10) business days' notice if the Customer has not authorised the work to begin within thirty (30) calendar days after the scheduled start date.

4. Work Order execution

Scope does not change without prior mutual written agreement.
For changes, Freightable may re-evaluate and adjust charges.
Undefined work is not in scope.
Freightable may use affiliated companies or contractors as sub-contractors.
Project timings and durations agreed under a Work Order are targets assuming no Party delays.
Each Party shall complete its obligations in a timely manner so as not to affect the other's performance.
Standard business hours for Professional Services are Monday to Friday (excluding local public holidays) from 09:00 to 18:00 local time. For different time zones, Freightable will work with the Customer to establish appropriate collaboration.
Freightable reserves the right to adjust fees for work performed outside standard hours or on public holidays.
Work is performed primarily remotely, depending on its nature.
Each Party shall ensure that knowledgeable team members are available for collaboration on planning, business processes, data, system integration and related aspects.
Each Party shall nominate a representative responsible for scope and schedule decisions and shall assign a primary day-to-day contact for communications.
Freightable Professional Services shall not be accountable for defining, creating or maintaining any system data unless agreed in the Work Order or a separate agreement.
The Customer remains solely accountable for the integrity and accuracy of data, including data with which Freightable assisted.
The Customer shall provide Freightable with the necessary VPN or remote access to perform the work.

5. Work Order deliverables — testing and acceptance

Upon delivery meeting the Work Order specifications, the Customer shall perform appropriate review of the deliverable.
Freightable's Professional Services methodology requires sufficient acceptance testing by the Customer to minimise the impact on live operations.
The Customer shall prepare and produce appropriate test plans and scenarios with the necessary data.
Any testing (functional, system, stress) is managed by the Customer, which is responsible for executing acceptance cases covering relevant scenarios before production cut-over.
Provided the Customer has not explicitly rejected the work, each deliverable is considered completed and accepted upon written acknowledgement or thirty (30) calendar days after delivery into the Customer's test environment, whichever is earlier.
If the Customer wishes Freightable to participate in test plan provision or execution, the activities shall be defined in the Work Order.
Freightable shall not be liable or responsible for delays in delivery owing to actions or omissions of the Customer.

6. Work Order charges

Professional Services are charged either on a time-and-materials basis (actual time) or at a pre-defined fixed price.
For time-and-materials, services are charged per hour. One business day equals eight (8) working hours; the minimum billing unit is one quarter of an hour.
For a pre-defined fixed price, the Customer may not require undefined activities.
Freightable may require a down-payment before work commences.
Billing and payment are monthly unless otherwise agreed.
For work performed outside regular hours, Freightable may charge at 1.5 times the applicable hourly rate.
For travel exceeding one (1) hour from the regular staff location, Freightable may charge the excess at 0.5 times the applicable hourly rate.
The Customer shall reimburse Freightable for travel and accommodation expenses at actual cost.
Meals and personal expenses are reimbursed on a lump-sum or per-diem basis up to the amounts permitted under applicable tax law.

7. Miscellaneous

Intellectual Property created during the Professional Services is the sole property of Freightable, excluding any Customer proprietary information.
Freightable retains the right, in its sole discretion, to utilise such deliverables in connection with services provided to other customers, excluding any other Customer's proprietary information.

Contact. Questions about these Terms can be sent to legal@freightable.ai.