2.1. Scope of Application
These General Terms and Conditions (hereinafter referred to as “Terms and Conditions”) shall apply to all agreements (hereinafter “Agreements”) entered into between POSTPLUS and its Customers for the provision of Services, unless explicitly agreed otherwise in writing. These Terms and Conditions form an integral part of each Agreement between POSTPLUS and the Customer, governing all services provided, unless otherwise stipulated.
2.2. Precedence of Agreement Terms
In the event of any inconsistency or conflict between the provisions of these Terms and Conditions and the specific terms set forth in an Agreement, the terms of the Agreement shall take precedence. Any other general terms and conditions or policies of the Customer, even if referenced in communication or documentation, are hereby expressly excluded and shall not apply to the relationship between POSTPLUS and the Customer.
2.3. Amendments and Modifications
The Customer acknowledges that POSTPLUS may amend, supplement, or otherwise modify these Terms and Conditions at its discretion to reflect changes in the law, business practices, or operational processes. Such amendments shall become effective thirty (30) calendar days after POSTPLUS notifies the Customer of the changes. Notification may be provided through public announcements, updates on the POSTPLUS Website, and/or direct communication with the Customer. The continued use of the Services by the Customer after such modifications will be deemed acceptance of the revised Terms and Conditions.
2.4. Service Specifications
The specific details of the Services provided by POSTPLUS, including the scope, duration, and conditions applicable to those Services, are further defined in each respective Agreement between POSTPLUS and the Customer. The Customer agrees that the scope of the Services may be subject to change as mutually agreed upon and documented in writing between the Parties.
2.5. Nature of Services and Limitations
Due to the nature of the logistics and transportation industry, POSTPLUS provides estimates of transit times and delivery schedules based on typical conditions and anticipated logistics processes. The Customer acknowledges that such transit times are not guaranteed and are provided solely for convenience. POSTPLUS shall not be liable for delays or deviations from these estimated times, which may arise due to factors outside of its control, including but not limited to customs clearance procedures, force majeure events, or delays caused by third-party service providers.
3.1. Regulated Items and Customer’s Obligations
POSTPLUS does not accept, and the Customer guarantees that it will not submit for shipment, any Items that contain Regulated Items, as defined by applicable national or international regulations, including but not limited to dangerous goods, prohibited substances, or items subject to special transportation restrictions. POSTPLUS may, at its sole discretion, request samples of the Items from the Customer and/or its End-user for inspection to ascertain compliance with such regulations. Notwithstanding whether such a request is made, it remains the sole responsibility of the Customer to ensure that no Regulated Items are tendered to POSTPLUS. In the event that Regulated Items are handed over to POSTPLUS, the Customer shall indemnify and hold POSTPLUS and its subcontractors fully harmless from any claims, penalties, or damages arising from such non-compliance, including legal costs. POSTPLUS retains the right to determine the appropriate course of action for handling any identified Regulated Items, which may include refusal, destruction, or return of such Items at the Customer’s expense. POSTPLUS reserves the right to refuse collection or suspend the Services if there is reasonable belief that a shipment contains Regulated Items.
3.2. Right to Inspect Shipments
The Customer acknowledges and pre-authorizes POSTPLUS’s right to inspect any shipment handed over to it for transportation and delivery. Such inspection rights may be exercised, among other reasons, to ensure compliance with customs and regulatory requirements, to verify data regarding the Item’s value, origin, or Harmonized System (HS) code, or to confirm that no Regulated Items are present in the shipment. The Customer agrees to indemnify POSTPLUS and its subcontractors against any claims or liabilities arising from the exercise of this inspection right, and to reimburse any losses or damages incurred as a result of any discrepancies discovered during such inspections.
3.3. Refusal of Items and Suspension of Services
POSTPLUS reserves the absolute right to refuse acceptance or collection of any shipment from the Customer and/or End-user, or to suspend the provision of Services, if:
(a) The Customer fails to comply with the obligations set out in this Article 3, these Terms and Conditions, or the specific terms of the Agreement;
(b) A court, arbitration tribunal, or competent regulatory authority determines that the provision of the Services under the Agreement contravenes any applicable law, rule, or regulation; or
(c) Changes in the law or regulatory environment, in the reasonable judgment of POSTPLUS, render the provision of the Services materially more complex, costly, or legally burdensome. POSTPLUS shall not be liable for any costs, losses, or damages arising from the refusal or suspension of Services under such circumstances.
4.1. Signature on Delivery
If the Parties have explicitly agreed within the Agreement that a signature on delivery is required for a specific Transport Service, the following provisions apply: The signature, whether provided on physical paper or captured electronically via a handheld device, constitutes sufficient proof of delivery. Upon reasonable request from the Customer, POSTPLUS may provide a copy of such signature, subject to availability and if the request pertains to matters directly related to the delivery of the specified Item(s). The Customer acknowledges and accepts that, when multiple Items are delivered simultaneously to the same Addressee, the Addressee may be required to sign only once to confirm receipt of all Items delivered at that time. POSTPLUS is authorized to replicate this single signature electronically as proof of delivery for each respective Item.
4.2. Track & Trace Service
In cases where the Agreement includes provisions for a Track & Trace service, the following terms apply: The Track & Trace functionality enables the Customer to monitor the status of Items during transit, subject to availability and compliance with applicable regulations in the destination country. The tracking information will be accessible through the POSTPLUS website or other designated online platforms. While POSTPLUS endeavors to provide accurate and continuous tracking data through its Track & Trace system, it does not guarantee uninterrupted access to such data. The Customer acknowledges that Track & Trace functionality is provided as a service of convenience, and POSTPLUS shall not be held liable for any losses, damages, or additional costs incurred by the Customer or any third parties due to any interruptions, inaccuracies, or unavailability of the Track & Trace service.
Under various postal regulations, postal administrations in certain countries may impose surcharges, or may return or refuse to deliver mail under specific conditions. Such actions may occur, for example, if the Customer sends mail using the services of a foreign postal administration while being resident in the country where the mail is ultimately delivered (commonly referred to as “ABA re-mail”). Additionally, this may happen if the Customer sends mail for delivery to a third country using the services of a postal administration that is neither based in the Customer’s country of residence nor in the country of final delivery (commonly referred to as “ABC re-mail”).
In cases where the Customer’s shipments are subjected to such surcharges, non-delivery, returns, or destruction due to these or similar postal regulations, the Customer agrees to assume full responsibility for any associated consequences. The Customer shall indemnify and hold POSTPLUS harmless against any and all costs, penalties, or damages arising from such actions, including but not limited to surcharges, handling fees, and legal expenses. Additionally, if requested by POSTPLUS, the Customer agrees to provide assistance in contesting or appealing such claims or actions taken by postal administrations, including the provision of necessary documentation or information to support POSTPLUS in addressing the matter.
6.1. Compliance with Customs Laws
The Customer acknowledges that Items crossing international borders are subject to the customs laws and regulations of the country of origin, transit, and destination. The Customer guarantees that all Items are shipped in full compliance with applicable customs regulations. This includes the accurate declaration of the contents, value, and origin of Items. Customs regulations may result in the imposition of various Taxes and other charges, which may include but are not limited to import duties, VAT, and excise duties.
6.2. Liability for Customs and Regulatory Charges
All customs duties, taxes (including but not limited to value-added tax (VAT) or goods and services tax (GST) where applicable), penalties, storage fees, or any other expenses incurred by POSTPLUS as a result of customs authorities’ actions, or due to the Customer’s failure to provide accurate documentation, required licenses, or permits for the Items, shall be charged to the Customer. Upon request, the Customer shall provide an appropriate security, such as a financial guarantee or deposit, to cover any potential duties, taxes, or other charges. The Customer indemnifies POSTPLUS and holds it harmless from any claims, costs, or damages that may arise in relation to customs duties, taxes (including but not limited to VAT/GST), or other fiscal liabilities. POSTPLUS shall not be liable for any disputes regarding VAT or other tax obligations arising from the invoicing of the Services provided. Additionally, POSTPLUS and its subcontractors assume no liability for any claims relating to the Customer’s export records or VAT administration.
6.3. Exclusion of Liability for Customs Delays
POSTPLUS shall not be held responsible for any delays, losses, or damages caused by actions or interference from customs officials, regulatory agencies, or other governmental authorities. This includes, but is not limited to, inspections, seizures, or delays resulting from customs procedures.
6.4. Customs Clearance Activities for Goods/Commercial Items
If the Customer utilizes Customs Clearance Activities provided by POSTPLUS, the following terms apply in addition to sections 6.1 through 6.3:
6.4.1. The Customer appoints POSTPLUS or a designated Customs Representative to facilitate customs clearance, providing a duly signed power of attorney for this purpose. Additional requirements may apply for specific destination countries, and these will be explicitly outlined in the Agreement. The Customer acknowledges that any customs clearance assistance provided by POSTPLUS is undertaken at the Customer’s sole risk.
6.4.2. The Customer is responsible for preparing all necessary documentation and providing complete and accurate Data required for customs clearance, as specified in the Agreement and in compliance with relevant laws. The Customer warrants the accuracy and completeness of this Data and agrees to indemnify POSTPLUS and its subcontractors against any claims, losses, or damages arising from incorrect or incomplete information. The Customer shall retain records, including invoices and other relevant documentation, for a period of at least ten (10) years following the shipment of the Item and make such records available to POSTPLUS upon request, including for audit purposes. In cases where audits reveal discrepancies, POSTPLUS reserves the right to invoice the Customer for any resulting supplementary duties or taxes.
6.4.3. The Customer agrees to provide any additional documentation or assistance requested by POSTPLUS or the appointed Customs Representative to ensure proper customs clearance. The Customer certifies that all declarations and statements provided for customs clearance are accurate and truthful. The Customer acknowledges that providing false or misleading information may result in civil or criminal penalties, including the potential forfeiture of Items. The Customer accepts full responsibility for any financial liabilities, including customs duties, VAT, or other charges, related to the Item.
6.4.4. POSTPLUS reserves the right to refuse or suspend customs clearance services in cases where the Customer fails to comply with the requirements outlined in this section 6.4, or if issues arise from customs authorities indicating improper clearance. In such instances, POSTPLUS may, at its discretion, refuse the Item or suspend Services until the Customer resolves the issue to POSTPLUS’s satisfaction.
6.5. Postal Customs Clearance
6.5.1. Postal customs clearance may apply to Mail Items shipped under the terms of the Universal Postal Convention. Specific procedures, regulations, and forms may be required, and the Customer is responsible for compliance with these requirements. POSTPLUS may act as a facilitator by presenting Mail Items to a postal operator for delivery and customs processing. The Customer warrants that it and any involved third parties will complete all necessary shipping documentation for proper processing by the postal operator. Postal customs clearance is not considered part of the Customs Clearance Activities performed by POSTPLUS.
6.5.2. The Customer acknowledges that POSTPLUS is not a party to the commercial relationship between the Customer, acting as the sender/exporter/importer, and the final recipient or consignee of the Item. Therefore, POSTPLUS shall not be regarded as, nor assume the legal status of, a sender, exporter, importer, or consignee for any Item from a commercial, fiscal, or legal perspective.
7.1. Access and Availability
For the provision of Services under the Agreement, an online connection with POSTPLUS IT platforms (including but not limited to API connections and web portals) (“IT Platform”) may be necessary. POSTPLUS commits to using reasonable efforts to ensure the availability, reliability, and quality of the IT Platform, aiming to maintain continuous service. However, the availability of the IT Platform is subject to factors beyond POSTPLUS’s control, including but not limited to maintenance and third-party service interruptions.
7.2. Platform Updates and Changes
POSTPLUS may, from time to time, implement updates, new versions, or modifications to the IT Platform, including any software and systems associated with its operation. Where such updates may materially impact the Customer’s use of the Services, POSTPLUS will endeavor to provide written notice (including via email) at least thirty (30) calendar days in advance. This notice will be given whenever reasonably possible to allow the Customer to prepare for any such changes.
7.3. Maintenance and Temporary Suspension
POSTPLUS reserves the right to temporarily suspend access to the IT Platform as needed for the purpose of implementing updates, performing preventive or corrective maintenance, or making other necessary adjustments. When feasible, POSTPLUS will provide advance notice to the Customer (including via email) regarding any scheduled maintenance activities, or those by third parties that may impact the IT Platform’s availability. POSTPLUS is not liable for any interruptions during such maintenance periods.
7.4. Customer’s Responsibilities for Compliance and Data
The Customer remains responsible for fulfilling its legal and regulatory obligations while using the IT Platform. This includes maintaining the availability and archiving of any data needed for compliance with financial and administrative requirements. Unless otherwise stated or agreed upon, any data processed through the IT Platform will not be retained by POSTPLUS beyond the timeframes mandated by relevant laws. Upon request from the Customer, and where legally permitted, POSTPLUS may attempt to retrieve data from backup systems after the applicable retention period, though this is not guaranteed and may incur additional charges.
7.5. Legal Compliance
The Customer shall ensure that its use of the IT Platform complies with all applicable laws and regulations, including those governing the content and transmission of messages via the IT Platform. The Customer acknowledges that it is solely responsible for ensuring such compliance and bears the consequences of any non-compliance.
7.6. Prohibition of Service Disruption
The Customer agrees not to use the IT Platform in any manner that could disrupt or interfere with the provision of Services by POSTPLUS or the networks and systems of POSTPLUS or its suppliers. The Customer must comply immediately with any instructions from POSTPLUS intended to prevent or remedy such disruptions. Should the Customer fail to comply, POSTPLUS reserves the right to temporarily suspend the Customer’s access to the IT Platform to address and resolve the disruption.
7.7. Prohibited Activities
The Customer is expressly prohibited from engaging in the following activities while using the IT Platform:
7.7.1. Spamming: Sending large volumes of unsolicited messages with identical content.
7.7.2. Intellectual Property Infringement: Violating copyright, trademark, or other intellectual property rights of third parties.
7.7.3. Misleading Practices: Engaging in deceptive or fraudulent activities that mislead third parties, including recipients of services.
7.7.4. Unauthorized Use of Logos: Using POSTPLUS’s trademarks, logos, or other branding elements without express written permission.
7.7.5. Illegal Offerings: Offering products or services that are prohibited under applicable Dutch law or the laws of the country where they are provided.
7.7.6. Inappropriate Content: Transmitting messages containing threatening, discriminatory, or otherwise illegal content.
7.8. Internal Use Only
The Customer is authorized to use the IT Platform solely for its own internal business purposes as defined in the Agreement. The Customer is prohibited from selling, leasing, or otherwise offering access to the IT Platform to third parties without obtaining the prior written consent of POSTPLUS.
7.9. Prohibition of Misrepresentation
The Customer is not permitted to use the IT Platform under false or fictitious identities, nor to circumvent any security measures implemented by POSTPLUS. Any attempt to bypass authentication protocols or access control measures is strictly forbidden.
7.10. System Performance and Defects
POSTPLUS does not warrant that the systems, software, or services it provides, or that are used in connection with the IT Platform, will be free from defects or operational failures. The Customer may report any issues or malfunctions encountered to their designated POSTPLUS contact for resolution.
7.11. Exclusions from Support Obligations
POSTPLUS is under no obligation to provide support for defects or malfunctions that are:
7.11.1. Customer-induced Changes: Caused by modifications made by the Customer or third parties without POSTPLUS’s written authorization.
7.11.2. Misuse: Resulting from improper or unauthorized use of the IT Platform by the Customer or any third party permitted by the Customer.
7.11.3. External Software: Related to software, hardware, or database tools that are not provided by POSTPLUS but interact with or are linked to the IT Platform.
8.1. Authorization of Access
Access to the secured networks and websites of POSTPLUS is strictly limited to those employees of the Customer who have been explicitly authorized by the Customer in advance. Such authorization shall be granted only to employees whose job functions require access to these networks. Upon receiving a request from the Customer, POSTPLUS will proceed to register the authorized employee, issuing a user account and password through a secure method. Once the credentials are received, the authorized employee will gain access to the secured POSTPLUS networks.
8.2. Protection of Access Credentials
User accounts and passwords provided by POSTPLUS to the Customer are strictly confidential. The Customer agrees not to disclose these credentials to any third parties and is obligated to take all reasonable measures to prevent unauthorized use or access. Should POSTPLUS suspect any unauthorized use or potential misuse of a user account, password, or any other access mechanism, it reserves the right to suspend or revoke access through the associated user account or password to protect the security and integrity of the network.
8.3. Customer’s Responsibility for Security
The Customer is responsible for ensuring that all equipment and systems used to access the secured networks of POSTPLUS are adequately protected against security risks, such as external viruses or cyber-attacks. The Customer warrants that its equipment and systems will be properly configured and maintained to ensure a secure connection and prevent unauthorized access to the secured networks of POSTPLUS.
8.4. POSTPLUS’s Security Obligations
POSTPLUS is responsible for maintaining the security of its secured networks. In situations where POSTPLUS determines that it is no longer able to maintain the required level of security due to external threats, technical issues, or other concerns, it reserves the right to partially or completely restrict access to its secured networks. Such measures may include temporarily disabling access for one or more user accounts as needed to safeguard the integrity of the network.
8.5. Indemnification for Unauthorized Use
The Customer agrees to indemnify and hold POSTPLUS harmless for any losses, damages, or costs arising from the unauthorized use or loss of user accounts, tokens, access codes, or passwords provided by POSTPLUS. This indemnification includes, but is not limited to, any claims or liabilities resulting from the misuse of access credentials, except where such unauthorized use is directly attributable to a breach or negligence on the part of POSTPLUS.
In cases where the use of the internet is required to access or utilize the Services provided by POSTPLUS, the following terms apply:
9.1. Limitations of Internet-Based Communications
POSTPLUS does not control and cannot influence the quality, availability, or reliability of internet-based telecommunications connections, nor the timely or accurate handling of electronic communications, including emails, transmitted over the internet. Consequently, POSTPLUS shall not be liable for any delays, interruptions, data losses, or errors in message transmission that may occur while using the internet for communication or Service-related activities.
9.2. Customer’s Internet Connection and Security Responsibilities
To access the IT Platform and use the Services, the Customer is responsible for establishing and maintaining its own internet connection and providing the necessary computer equipment at its premises. The Customer acknowledges that it bears full responsibility for the security of its own data, software, and IT systems. This includes implementing and maintaining up-to-date virus protection, firewalls, and other security measures to safeguard against risks associated with internet use. The Customer is also responsible for ensuring the secure transmission of data while accessing the IT Platform and utilizing the Services provided by POSTPLUS.
10.1. Application of Rates
The rates for Services provided by POSTPLUS shall be those expressly agreed upon between POSTPLUS and the Customer in the Agreement. These rates shall apply to all Services rendered under the terms of the Agreement unless otherwise agreed in writing.
10.2. Determination and Disputes of Invoiced Amounts
The administrative records maintained by POSTPLUS shall serve as the primary reference for determining the amounts owed by the Customer. If the Customer wishes to dispute any amount specified on an invoice, it must notify POSTPLUS in writing, detailing the nature and grounds of the dispute, within seven (7) calendar days from the invoice date. If no such dispute is raised within this period, the Customer shall be deemed to have accepted the invoice as accurate, and the right to contest the amount will be considered irrevocably waived.
10.3. Value Added Tax (VAT) and Applicable Rates
The applicable VAT rate for the Services is determined by the VAT regulations of the country in which the contracting entity of POSTPLUS is based. Should any dispute arise regarding the applied VAT rate after an invoice has been issued, POSTPLUS reserves the right to adjust the invoice to reflect the standard local VAT rate, as required by applicable tax laws.
10.4. Late Payments and Interest Charges
Payments not received by the specified due date (the “Due Date”) as outlined in the Agreement shall accrue interest at a rate equivalent to the one-month customs interest rate (as published by the Dutch Tax Authority and accessible via the following link: https://www.belastingdienst.nl/wps/wcm/connect/bldcontentnl/standaard_functies/prive/contact/rechten_en_plichten_bij_de_belastingdienst/belastingrente/), or at the highest rate permitted by applicable law, whichever is greater. Interest will be calculated from the Due Date until the full payment is received. The right to charge interest does not limit POSTPLUS’s ability to seek additional compensation for any damages caused by the delay in payment, including reasonable legal fees and costs associated with collection efforts.
10.5. Provision of Security and Payment Guarantees
If POSTPLUS reasonably believes that there is a risk of non-payment or other financial uncertainty, it reserves the right to require the Customer to provide additional security or guarantees before continuing to provide the Services. Such security may include, but is not limited to, a pledge, a parent company guarantee, a bank guarantee, or a prepayment arrangement. The Customer hereby grants POSTPLUS a security interest in all Items and shipments in POSTPLUS’s possession. POSTPLUS may exercise its rights over these Items, including the right to hold, sell, or dispose of them, to recover unpaid amounts or to mitigate any disruptions or costs arising from the Customer’s non-payment. Any actions taken by POSTPLUS in this regard will be carried out in accordance with applicable law.
11.1. Grounds for Immediate Termination
Either Party has the right to terminate the Agreement with immediate effect under the following circumstances:
(a) A Party fails to fulfill a material obligation under the Agreement, and after receiving a written notice of default specifying the nature of the breach, fails to remedy the breach within thirty (30) working days;
(b) A petition for liquidation or winding up (or any equivalent process) is presented or an order or resolution for such action is made against either Party;
(c) A Party is declared bankrupt, files for bankruptcy, or requests a suspension of payments;
(d) A Party ceases or threatens to cease its business operations or a significant part thereof.
The terminating Party must notify the other Party as soon as practicable in writing upon the occurrence of any of the aforementioned events.
11.2. Right of POSTPLUS to Terminate
POSTPLUS reserves the right to terminate the Agreement with immediate effect upon providing written notice to the Customer, without the need for judicial intervention, in any of the following situations, as reasonably determined by POSTPLUS:
(a) The Customer uses any Service in a manner that contradicts or violates any applicable law, including but not limited to customs and trade regulations;
(b) A judicial or regulatory body, or any competent governmental authority, determines that the use of any Service by the Customer violates applicable law;
(c) The Customer engages in fraudulent activities or uses any Service in connection with criminal offenses;
(d) The Customer engages in conduct that could harm the reputation, business, or operations of POSTPLUS or any of its Affiliates;
(e) A court or arbitration tribunal of competent jurisdiction, or any relevant regulatory authority, concludes that the Services provided under the Agreement contravene existing laws, rules, or regulations;
(f) The introduction of new legislation, regulations, or rules, in POSTPLUS’s reasonable judgment, renders the provision of the Services significantly more complex or costly;
(g) Any Item submitted by the Customer is deemed to be a Regulated Item or otherwise considered unsafe, illegal, or prohibited in the country of origin, destination, or any third country through which the Item must transit.
11.3. Continuation of Services Post-Termination
The Parties agree that following the termination of the Agreement, and provided the Customer continues to fulfill its payment obligations and complies with all relevant terms, including those outlined in Clause 10, POSTPLUS will continue to render Services for any outstanding orders that have already been entered into POSTPLUS’s system at the time of termination. Such continued provision of Services will be governed by the terms of the original Agreement until the completion of those orders.
12.1. Transport Services
12.1.1. Road Transport
Transportation by road, including domestic transportation, will be conducted by POSTPLUS in accordance with the Convention on the Contract for the International Carriage of Goods by Road (“CMR”) of May 19, 1956, as amended. POSTPLUS’s liability for road transport is limited as per the provisions of the CMR.
12.1.2. Air Transport
Air transportation services, including domestic air transport, will be provided in accordance with the Warsaw Convention (Convention for the Unification of Certain Rules Relating to International Carriage by Air of October 12, 1929) and/or the Montreal Convention (Convention for the Unification of Certain Rules Relating to International Carriage by Air of May 28, 1999), as applicable. POSTPLUS’s liability for air transport will be subject to the limitations defined by these conventions.
12.1.3. Sea Transport
Sea transportation services provided by POSTPLUS are subject to the Hague-Visby Rules (International Convention for the Unification of Certain Rules of Law relating to Bills of Lading, 1968), as amended. Liability for sea transport is limited to the scope and provisions of the Hague-Visby Rules.
12.1.4. General Limitation of Liability
Where the CMR, Warsaw Convention, Montreal Convention, and/or Hague-Visby Rules (“Conventions”) do not apply, or in instances where no mandatory national law is applicable, POSTPLUS’s liability for loss or damage to Items during transportation (excluding Mail Items, as addressed in Clause 12.2) or during warehousing shall be limited to the lower of 8.33 Special Drawing Rights (SDR) per kilogram of the Item affected (in accordance with Article 23 of the CMR) or the actual purchase price paid by the Customer for the specific Item (excluding VAT, GST, and other duties or taxes).
12.2. Distribution of Mail Items (Postal Conveyance)
12.2.1. The Customer acknowledges and agrees to the terms under which POSTPLUS manages Mail Items in cooperation with Postal Operators, as governed by the Universal Postal Convention. POSTPLUS shall not be liable for any losses, damages, or delays related to the transport of Mail Items, whether arising from contractual obligations, tort, or any other legal basis.
12.2.2. POSTPLUS disclaims all responsibility for claims related to the accuracy or completeness of information and/or documentation provided by the Customer in connection with Mail Item conveyance. The Customer agrees to indemnify and hold POSTPLUS harmless against any claims arising from such information or documentation.
12.3. Customs Clearance Activities
POSTPLUS’s liability for losses or damages arising from Customs Clearance Activities, including delays or additional costs due to the actions of customs or fiscal authorities, is expressly excluded. This applies regardless of whether the claim arises from contractual obligations, tort, or other legal grounds.
12.4. General Exclusion of Liability
Except where limited or excluded by the Conventions or other mandatory national laws, POSTPLUS’s liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be restricted to direct damages. POSTPLUS shall not be liable for any indirect or consequential damages, including but not limited to: loss of profits, loss of sales or revenue, wasted management time, indirect or special damages, or any other economic losses, even if such damages were foreseeable or POSTPLUS had been advised of the possibility of such damages.
12.5. Other Exclusions of Liability
POSTPLUS’s liability for damages outside those specified in Clauses 12.1 through 12.3, whether in contract, tort, or otherwise, is explicitly excluded. Nothing in this Agreement limits either Party’s liability where such limitation is prohibited by applicable mandatory law.
12.6. Events Beyond Control
Neither Party shall be liable for special, direct, indirect, incidental, or consequential losses caused by events beyond their direct control. This includes, but is not limited to, actions or omissions by public postal operators, customs authorities, or other governmental agencies.
12.7. Claims and Compensation Procedures
Determination of the Customer’s eligibility for compensation under this Article 12 will be based on supporting documentation provided by the Customer, including but not limited to the original proof of posting and purchase value of the affected Item. POSTPLUS will evaluate such claims in good faith based on the evidence submitted.
12.8. Exclusions of Compensation Entitlement
The Customer is not entitled to compensation if the damage arises from any of the following:
(a) Inherent defect or nature of the Item’s contents;
(b) Insufficient or improper packaging by the Customer;
(c) Incorrect or incomplete addressing;
(d) Actions or omissions of the Customer, including non-compliance with the Agreement;
(e) Seizure or detention by order of any competent authority;
(f) Failure to meet estimated delivery times, as these are provided for convenience only.
The Customer shall reimburse any additional costs incurred by POSTPLUS as a result of the Customer’s non-compliance.
12.9. Damage Claims
Damage claims regarding Items must be reported by the Customer as soon as the damage is noticed, and no later than one (1) business day following receipt at the final delivery address. Visible damages must be reported immediately upon delivery. POSTPLUS will process damage claims within thirty (30) days of the date the claim is filed.
12.10. Claims for Missing Items
Claims related to missing Items must be submitted within thirty (30) days of the expected delivery date. Upon receipt of a claim, POSTPLUS will conduct an investigation and aim to process the claim within thirty (30) days. POSTPLUS will communicate the outcome of the claim and any compensation entitlement within this timeframe.
Unless otherwise agreed in writing between the Parties, the following provisions shall apply to Items deemed undeliverable:
13.1. Attempts to Reach Agreement
If an Item cannot be delivered to the intended recipient or if delivery is otherwise unsuccessful, POSTPLUS will make reasonable efforts to contact the Customer in order to agree on an appropriate resolution for handling the undeliverable Item. Such efforts may include notifying the Customer of the situation and discussing potential options for further action.
13.2. Handling of Undeliverable Items
In the interest of minimizing costs and avoiding disruption to its business operations, the Customer agrees that, in the absence of a mutually agreed solution, POSTPLUS retains the discretion to handle undeliverable Items as it deems fit. This may include, but is not limited to, any of the following actions:
(a) Reattempting delivery to the original or an alternative address;
(b) Returning the Item to the Customer’s designated return address;
(c) Arranging for the Customer to collect the Item;
(d) Selling the Item if it holds commercial value; or
(e) Destroying the Item, particularly if it poses a safety or legal risk.
13.3. Cost Responsibility
The Customer acknowledges and agrees to assume any costs or expenses associated with the handling of undeliverable Items, including but not limited to return shipping fees, storage costs, or disposal charges. POSTPLUS reserves the right to invoice the Customer for such costs, and payment shall be due as outlined in the applicable payment terms.
14.1. Definition of Force Majeure
Neither Party, nor any of its subcontractors, shall be considered in breach of this Agreement, nor shall they be liable to the other Party, for any delay in performance or non-performance of their obligations under this Agreement, to the extent that such delay or non-performance is caused by circumstances beyond their reasonable control (“Force Majeure”). Events constituting Force Majeure include, but are not limited to: natural disasters such as floods and earthquakes, acts of God, war, hostilities, civil unrest, accidents, fires, strikes, labor disturbances, riots, significant traffic disruptions, cessation of postal operations, acts of terrorism, outbreaks of communicable diseases, epidemics, pandemics, lockouts, trade disputes, governmental actions or restrictions, import or export limitations, or any other similar events that could not have been reasonably anticipated or controlled by the affected Party or its subcontractors, including situations claimed as Force Majeure by a subcontractor of POSTPLUS.
14.2. Procedure for Claiming Force Majeure
In the event that a Party is unable to fulfill its material obligations under this Agreement due to a Force Majeure event, the affected Party may suspend the performance of its obligations to the extent and for the duration that it is prevented from performing. The affected Party must notify the other Party in writing as soon as reasonably possible, detailing the nature of the Force Majeure event and the impact on its performance. The affected Party is also obligated to keep the other Party informed of any developments regarding the Force Majeure event and to provide updates on when the situation is likely to be resolved or its impact diminished.
14.3. Rights of POSTPLUS During Force Majeure
During a Force Majeure event, POSTPLUS reserves the right to take reasonable measures to adjust its operations. This may include, but is not limited to, temporarily modifying the scope of the Services, altering operational procedures, or implementing other adjustments necessary to adapt to the circumstances. Any such modifications will be aimed at minimizing disruption to both Parties and ensuring the continuity of business to the extent possible under the prevailing conditions.
15.1. Obligations of Confidentiality
The Receiving Party agrees to:
(a) Treat all Confidential Information received from the Disclosing Party as strictly confidential, regardless of the form in which it is provided;
(b) Use at least the same level of care to protect the Confidential Information as it uses to protect its own confidential information of similar sensitivity, but not less than a reasonable standard of care;
(c) Not disclose, publish, or communicate any Confidential Information to third parties without obtaining prior written consent from the Disclosing Party;
(d) Use the Confidential Information solely for the purposes of fulfilling its obligations and exercising its rights under this Agreement; and
(e) Upon becoming aware of any unauthorized disclosure or misuse of Confidential Information, make all reasonable efforts to prevent further unauthorized use or dissemination.
15.2. Permitted Disclosures
The Receiving Party may disclose Confidential Information:
(a) To its employees, Affiliates, agents, professional advisers, subcontractors, or consultants who need to access such information to fulfill the purposes of this Agreement, provided that the Receiving Party ensures these individuals or entities are bound by confidentiality obligations consistent with this Clause 15; and
(b) As required by law, including in response to orders from courts of competent jurisdiction or regulatory authorities. In such cases, the Receiving Party shall notify the Disclosing Party promptly of the required disclosure, where legally permissible, and both Parties shall cooperate in good faith regarding the timing and content of such disclosures.
15.3. Disclosure Within Group Structures
Recognizing that each Party may be part of a broader corporate structure with Affiliates across multiple jurisdictions, the Parties agree that:
(a) Confidential Information may be shared with an Affiliate of the Receiving Party, but only to the extent necessary for the Affiliate to fulfill the purposes of this Agreement;
(b) Disclosures made to or by an Affiliate shall be considered as disclosures made to or by the respective Party itself; and
(c) Each Party guarantees that its Affiliates will comply with the confidentiality obligations outlined in this Agreement.
15.4. Exclusions from Confidentiality Obligations
The restrictions on the use or disclosure of Confidential Information shall not apply to information that:
(a) Is or becomes publicly available through no breach of this Agreement or any other duty of confidentiality;
(b) Was already in the possession of the Receiving Party before disclosure by the Disclosing Party, provided that such possession was lawful and free of any obligation of confidentiality;
(c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information; or
(d) Is lawfully obtained from a third party who is free to disclose it without breaching any confidentiality obligation.
15.5. Ownership and Return of Confidential Information
All rights, including intellectual property rights, in and to the Confidential Information shall remain the exclusive property of the Disclosing Party. The Receiving Party shall not acquire any rights, including patents, copyrights, or other intellectual property rights, in the Confidential Information. Upon the request of the Disclosing Party, the Receiving Party shall promptly return, destroy, or irretrievably delete all copies of the Confidential Information in its possession or control, unless retention is required by law.
15.6. Duration of Confidentiality Obligations
The obligations set forth in this Clause 15 shall survive the expiration or termination of this Agreement for a period of three (3) years from the date of expiration or the effective date of termination.
16.1. Provision of Data and Assistance
The Customer agrees to provide POSTPLUS and/or its subcontractors with the necessary Data in a timely manner to facilitate the provision of the Services. This includes any assistance reasonably requested by POSTPLUS, information on how the Services should be delivered, and any precautions the Customer is aware of, or ought to be aware of, that are relevant to the performance of the Services. The Customer shall ensure that such Data is accurate and complete, to avoid disruptions in the delivery of the Services.
16.2. Responsibility for Data Accuracy
POSTPLUS shall not be responsible or liable for the accuracy, completeness, or legality of the Data provided by the Customer. Should POSTPLUS or its subcontractors receive Data that is incomplete, corrupted, or otherwise unusable, the Customer agrees to promptly provide a corrected version of the Data upon request, in order to avoid delays or interruptions in the provision of the Services.
16.3. Handling of Personal Data
In instances where the Customer provides POSTPLUS with Personal Data in relation to the Services, the Customer guarantees that it has complied with all applicable privacy laws and regulations, and that such laws permit the transfer and processing of the Personal Data by POSTPLUS and/or its subcontractors. The Customer indemnifies POSTPLUS against any claims, liabilities, or damages arising from non-compliance with these laws, including claims from data subjects or regulatory bodies.
16.4. Obligations of POSTPLUS for Data Protection
POSTPLUS commits to complying with all applicable data protection laws and regulations relevant to the handling of Personal Data. POSTPLUS shall:
(a) Process Personal Data only as instructed by the Customer, and strictly for the purpose of providing the Services;
(b) Maintain the confidentiality of the Personal Data processed on behalf of the Customer; and
(c) Implement appropriate technical and organizational measures to safeguard Personal Data against unauthorized access, loss, or any form of unlawful processing. Further specific terms governing the processing of Personal Data, if applicable, shall be outlined in a separate data processing agreement between the Parties.
17.1. Definition of Intellectual Property
For the purposes of this Agreement, “Intellectual Property” encompasses any and all intellectual property rights, whether recognized prior to or after the signing of this Agreement, and whether in tangible or intangible forms. This includes, without limitation, rights related to works of authorship, such as copyrights, trademarks, trade names, domain names, logos, trade secrets, patents, designs, algorithms, and other industrial property rights. It also includes any other form of intellectual property rights known or to be recognized in any jurisdiction, regardless of the method of acquisition, including by operation of law, contract, or license. These rights further encompass all registrations, applications, renewals, extensions, continuations, divisions, or reissues of such rights, now or in the future.
17.2. Protection of POSTPLUS Intellectual Property
The Customer shall implement reasonable measures to safeguard the Intellectual Property rights owned by POSTPLUS. At a minimum, the Customer shall protect POSTPLUS’s Intellectual Property with the same level of care as it applies to its own intellectual property of similar value and importance. This obligation extends to preventing unauthorized use, access, or infringement of such rights.
17.3. Ownership of Developed Materials
Intellectual Property in all materials developed or created by either POSTPLUS or the Customer under this Agreement, in connection with the provision of Services, shall remain the exclusive property of the originating Party. Materials created by POSTPLUS shall remain the sole property of POSTPLUS, while materials created by the Customer shall remain the property of the Customer, unless otherwise expressly agreed in writing by both Parties.
17.4. Use of Trademarks and Branding
Neither Party shall use the name, service marks, trademarks, logos, or any other branding elements of the other Party, or its Affiliates, in any advertising, promotional materials, or public communications without the prior written consent of the owning Party. Each Party agrees not to engage in any activities that could harm or diminish the value or reputation of the other Party’s registered trademarks, service marks, or other branding elements.
18.1. Nature of the Relationship
The relationship between the Parties under this Agreement is that of independent contractors, operating at arm’s length. Nothing in this Agreement shall be construed to establish the Parties as partners, joint ventures, co-owners, or to create any agency, employment, or representative relationship between them. Neither Party shall have the authority to act on behalf of, bind, or assume any obligation for the other Party, and neither Party shall present itself as having such authority.
18.2. Responsibility for Employees
Each Party, in its capacity as an employer, is solely responsible for the compensation of its own employees, including but not limited to the payment of wages, taxes, pension contributions, social security, health insurance, and any other legally required contributions. Each Party shall comply with all applicable employment and tax laws in relation to its own workforce.
19.1. Right to Engage Subcontractors
POSTPLUS reserves the right to engage third parties to perform the Services without requiring prior consent from the Customer. Such third parties may further subcontract their responsibilities as necessary to fulfill the Services. POSTPLUS will remain responsible for ensuring that its subcontractors meet the standards required under this Agreement.
19.2. Assignment of Agreement
Neither Party shall assign or transfer this Agreement or any rights or obligations under it without obtaining prior written consent from the other Party, which consent shall not be unreasonably withheld or delayed. However, POSTPLUS may assign or transfer the Agreement, in whole or in part, to any of its Affiliates without the Customer’s consent, provided that POSTPLUS gives the Customer at least thirty (30) days’ prior written notice of such assignment or transfer. Subject to these provisions, this Agreement shall be binding upon and benefit the Parties and their respective successors and permitted assigns.
19.3. Liability for Actions of Third Parties
The Customer acknowledges that POSTPLUS shall not be liable for any losses, damages, or expenses resulting from mistakes, errors, or wrongful acts carried out by third parties, such as mailing houses, agents, suppliers, or other subcontractors engaged by the Customer. Notwithstanding this, POSTPLUS will only follow instructions or accept representations from such third parties if they can provide a valid power of attorney from the Customer authorizing them to act on the Customer’s behalf, or if POSTPLUS receives a written confirmation from the Customer that the third party is authorized to act on their behalf. POSTPLUS will act on any reasonable instructions provided by such authorized third parties.
20.1. Applicable Law
This Agreement shall be governed exclusively by the laws of the Netherlands, without regard to its principles of conflict of laws, ensuring that Dutch law applies to the interpretation and enforcement of the Agreement.
20.2. Jurisdiction for Dispute Resolution
Any disputes arising out of or in connection with this Agreement, or any subsequent agreements related thereto, shall be subject to the exclusive jurisdiction of the competent courts in the Netherlands. The Parties agree that these courts shall have the authority to resolve any conflicts or legal questions that may arise between them.
20.3. Right to Pursue Payment Claims
Notwithstanding Clause 20.2, if the Customer fails to pay any outstanding amounts owed to POSTPLUS, either in full or in part, within the agreed payment term, POSTPLUS reserves the right to initiate legal proceedings to recover the debt in any jurisdiction where the Customer or its assets may be located, at POSTPLUS’s discretion.
POSTPLUS Group B.V. All Rights Reserved, version 2024.
