General Terms and Conditions of EasyPost

2.1 These General Terms and Conditions govern the legal relationship between EasyPost, on the one hand, and the Client, on the other hand, and apply to every Service of EasyPost that it provides or is deemed to provide for the Client (both the EasyPost Classic and the EasyPost Connect Services). The provision of Services by EasyPost for the Client will be deemed to be acceptance of these General Terms and Conditions.

2.2 The General Terms and Conditions also take precedence over general and other terms and conditions of the Client, even if these stipulate that only they apply. Any deviations from these General Terms and Conditions are only valid with EasyPost’s prior written consent. If and insofar as there is/are already (an) Agreement(s) between Parties relating to the Services, these General Terms and Conditions will form an integral part of the relevant Agreement(s) and, if applicable, will always prevail over the existing (contract) conditions and/or replace them.

2.3 Depending on the Service to be provided by EasyPost, one or more Titles of these General Terms and Conditions apply: (i) Title I ‘General’ applies to each Service, (ii) Title II ‘EasyPost Classic’ applies to Post Processing and the Services in this regard, and (iii) Title III ‘EasyPost Connect’ applies to EasyPost Connect and the Services in this regard. For the various Services of EasyPost Connect and the Channels linked thereto, there are possible and supplementary conditions included in Special Terms & Conditions. These Special Terms and Conditions always have, where appropriate, priority over the provisions of these General Terms and Conditions. The General Terms and Conditions and the Special Terms & Conditions may be consulted at all times.

2.4 To the extent that more than one Title of these General Terms and Conditions, whether or not in combination with Special Terms & Conditions, would apply to a Service performed or deemed to be performed by EasyPost, and in the event that different provisions govern the same Service, the provision most favourable to EasyPost applies.

2.5 The Client has read all information relating to the Agreement and its specific terms and conditions of performance, and declares that it is entering into this Agreement with full consent and in good faith, and is fully aware of all undertakings relating thereto. 

3.1 EasyPost acts to the best of its ability in the performance of its Services and in a manner reasonably believed to be in the best interest of the Client, and with the care exercised by a reasonably prudent professional provider of similar services under similar circumstances. All actions of EasyPost are considered an obligation of means and not an obligation of result.

3.2 EasyPost is entitled to use Postal Service Providers, Third Parties, subcontractors and/or other external suppliers or service providers for the performance of (part of) certain Services, without notifying the Client in advance or without requiring EasyPost to obtain the Client’s consent (without prejudice to the applicable data protection legislation (including the GDPR) and the Addendum on data processing as regards sub-processors). The Agreement does not in any way cover the terms and conditions of these Third Parties.

3.3 If EasyPost, at the request and/or with the agreement of the Client, has performed activities or Services that fall outside the content or scope of the agreed Services, such as Support, these activities or Services will be charged at the rates set out in the Price List. The Client accepts that these additional activities or Services may affect the agreed or expected scope of the Services, without EasyPost being liable in any way for this. Support with respect to the Services is never included in the fee(s) payable to EasyPost for the Services, unless explicitly agreed otherwise and without prejudice to the conclusion of a separate support agreement with EasyPost. 

3.4 EasyPost is entitled, in connection with service, improvement, maintenance, technical support and security of the Services and/or EasyPost's systems, to block (temporarily or otherwise) access to the Services and/or (parts of) its systems or to restrict the use thereof if in EasyPost’s opinion this is necessary, without any compensation being payable to the Client by EasyPost for this. EasyPost endeavours to inform the Client of this in advance. Failure or delay in notifying by EasyPost of these measures does not entitle the Client to any compensation or damages or to a refusal to pay EasyPost’s invoices. 

The Client undertakes to provide all necessary information to EasyPost, including the information required in the Manuals, and to provide the necessary cooperation to allow EasyPost to perform its Services correctly and on time and/or to avoid or limit any risks in this respect. As the provider of information, the Client warrants the truthfulness, accuracy and completeness of all information and communications. Any delay in or defective performance of the Services caused by a failure, defective or delayed supply of necessary information by the Client, or by the supply of incorrect or incomplete information, is beyond the responsibility of EasyPost. EasyPost is in no way liable for any damage (direct or indirect) that the Client or Third Parties may suffer as a result.

5.1 The Services are billed as provided in the price List applicable to the relevant Services, the Agreement and/or and detailed on the invoices.

5.2 All prices are always exclusive of VAT and exclusive of any other government levies of any kind, including new taxes, duties or levies introduced after the conclusion of the Agreement, which are always payable in full by the Client.

5.3 All EasyPost invoices are payable within fifteen (15) calendar days after the invoice is dispatched, the date of dispatch being deemed to be the invoice date, unless evidence to the contrary is provided by the Client. The amount of any invoice not paid or not paid in full on its due date will be increased, by operation of law and without prior notice, by (i) interest equal to 1% per month of non-payment or, if applicable and if it would be higher, to the interest rate provided for in Section 5 of the Law of 2 August 2002 on combating late payment in commercial transactions, with each month started being considered as having expired, and (ii) fixed compensation amounting to 15% on the amount of invoices still unpaid, with a minimum of 250 euros. In addition, EasyPost is entitled to charge the costs of formal notice and reminder (‘reminder costs’) based on the applicable rates, being 15 euros for a second written reminder and 20 euros per reminder as from the third written reminder, without prejudice to EasyPost’s right to a refund of any legal costs (including court costs) or extrajudicial costs of collection. This entitlement applies, without prejudice, to EasyPost’s right to claim greater compensation if the damage suffered turns out to be higher.

5.4 In the event of non-payment on the date on which one or more invoices become due and payable, all outstanding but not yet due and payable invoices will become due and payable by operation of law without the Client being entitled to prior notice of default. The Client is not entitled to set off EasyPost’s invoices against its own invoices.

5.5 In case the Client consists of several persons (natural or legal persons), they are jointly and severally liable for the payments to which the Agreement with EasyPost obliges them.

5.6 If an invoice has been disputed and, after contact with EasyPost, has been credited or compensated or determined to be correct, the Client undertakes to pay this invoice in full within eight (8) calendar days from the moment of the execution of the crediting, compensation or determination that the invoice was correct.

6.1 EasyPost reserves the right to adjust the prices, fees or rates set forth in the Price List or as defined in the Agreement in the event of and in accordance with changes or extensions in the conditions of a Service or the Agreement.

6.2 EasyPost also reserves the right to adjust the prices listed in the Price List or as stipulated in the Agreement up to a maximum of 80% of the (final) price in the event of (i) an increase in one or more actual cost factors or (ii) an increase in government levies, in accordance with the conditions set out below.

6.3 EasyPost may adjust the prices for the Services set forth in Title II in accordance with article 6.2 above and without prejudice to the application of mandatory law: 

• whenever the Provider of Universal Services (bpost) implements a price adjustment or (legally permitted) indexation of its prices in accordance with the Law of 26 January 2018 and/or other applicable Legislation. The price adjustment or price increase, if any, applies pro rata to the adjustment or indexation implemented by bpost, even if certain Services do not concern postal services that are also offered by bpost; 
• in case of an increase of the actual costs linked to the (price(s)/price component(s) of the)(material or raw material) prices relevant or applicable to the Services, such as for example the ITLB Cost Price Index for transport-related Services or indices for pulp and paper prices, this in accordance with the applicable or usual revision formulas;

6.4 EasyPost may adjust the prices or rates for the Services set forth in Title III in accordance with article 6.2 above and without prejudice to the application of mandatory law according to the following formula:  p = P [a x (M/M°) + b x (S/S°) + c].  

The characters used represent the following price elements:

• p = the revised price,
• P = the price as initially determined in the Agreement,
• S = the labour cost index, established during implementation (Agoria index or any other applicable price index),
• S° = the labour cost index, applicable when the Agreement is signed (Agoria index or any other applicable price index),
• M = the material cost index established during the implementation (Agoria index or any other applicable price index) or linked to the evolution prices of the raw material if and to the extent that the values are not included in one of the aforementioned price index/indices, and
• M° = the material cost index, applicable when the Agreement is signed (Agoria index or any other applicable price index) or linked to the evolution prices of the raw material if and to the extent that the values are not included in one of the aforementioned price index/indices.

In the above revision formula, the coefficients a, b and c have the fixed values given below, respectively: a = 0.40; b = 0.40; c = 0.20.

6.5 The price adjustment(s) or rate increase(s) pursuant to article 6.3 above will automatically and without prior notice be applied to the prices, fees or rates contained in the Price List and/or the Agreement and applicable to the Services in question. The price adjustment(s) or rate increase(s) pursuant to article 6.4 above will be communicated to the Client. If the Client has not made known in writing its opposition to the new price or prices within seven (7) calendar days from the notification of the price adjustment or rate increase, it will be deemed to have agreed to the new price or prices.

6.6 A price adjustment or rate increase based on current article 6 does not entitle the Client to terminate the Agreement other than upon compliance with the notice period pursuant to article 11 below.

6.7 Current article 6 applies notwithstanding and without prejudice to article 14.4 below and the relevant provisions concerning hardship in applicable law.

7.1 In the event that the Client fails to comply with one or more of its contractual obligations under the Agreement, including its payment obligations, and if the Client (insofar as the failure can be remedied) fails to remedy such failure within ten (10) calendar days after being notified of such breach, EasyPost is entitled to: 

• suspend its obligations and/or any further performance under the Agreement with immediate effect (in whole or in part), without being liable to pay any compensation, until such time as the Client has fulfilled its contractual obligations. EasyPost will inform the Client in writing of this decision; or
• terminate the Agreement without prior legal intervention and with immediate effect at the expense of the Client. In that case EasyPost is entitled to (damage) compensation at the expense of the Client, estimated at a fixed amount of the invoiced turnover of the Services during the three (3) months preceding the month in which the Agreement is rescinded, without prejudice to EasyPost’s right to claim higher (damage) compensation if the actual damage sustained proves to be higher. 

7.2 EasyPost is not liable in any way for any damage sustained by the Client or its customers or Third Parties as a result of the aforementioned suspension or termination on the basis of article 7. 

7.3 A reduction in volume in connection with the Services, of whatever nature or for whatever reason, during three (3) months, representing a reduction in turnover of 50% or more over these three (3) months in comparison with the turnover over the three (3) months preceding this period of reduction in volume, will be deemed to be a contractual shortcoming on the part of the Client within the meaning of article 7.1 above, in which case in the event of termination of the Agreement within the meaning of the above-mentioned article, the compensation provided for in the above-mentioned article will be estimated at a fixed amount of the invoiced turnover of the Services during the three (3) months preceding the first month to which the aforementioned reduction in volume relates, without prejudice to EasyPost’s right to claim higher compensation if the damage actually sustained proves to be higher.

8.1 Complaints regarding the Services or (disputes concerning) invoices must be reported to EasyPost in writing immediately and no later than fifteen (15) calendar days after receipt of the invoice or the Service provided.

For EasyPost Classic (Title II): via the email address: cs@easyppost.eu.

For EasyPost Connect (Title III): via the email address: support.connect@easypost.eu.

In cases concerning invoice disputes the Client must also state the reason(s) for the dispute. In the absence of notification in compliance with this term, EasyPost cannot be held liable for any damages and the invoices will be deemed to have been accepted. 

8.2 A complaint does not give the Client the right to terminate the Agreement, nor the right to refuse the Services, nor the right to claim damages.

8.3 The Client is at all times entitled to lodge a complaint about the Services with the Office of the Ombudsman for the Postal Sector (www.ombudsman.be or www.omps.be) with registered office at Koning Albert II-laan 8, box 4, 1000 Brussels and can also be reached at the email address: info@omps.be. 

8.4 In any case, any (liability) claim against EasyPost relating to the Services will lapse one (1) year after the date of the invoice for the provided Services.

9.1 Each party agrees to maintain the confidentiality of Confidential Information during the term of this Agreement and for a period of twenty (20) years after the expiration or termination of this Agreement, in any manner or for any reason.

9.2 Maintaining confidentiality includes the following commitments:

• keeping all Confidential Information strictly confidential and refraining from communicating or distributing Confidential Information, except and to the extent expressly provided otherwise in this Agreement;
• not to use, in the broadest sense, Confidential Information except for the purposes of this Agreement;
• taking all reasonable and foreseeable measures to prevent the unintentional dissemination of Confidential Information and the unintentional access of Third Parties to Confidential Information.

9.3 However, the following will not be regarded as Confidential Information:

• the information that is already in the public domain if such information is not in the public domain as a result of non-compliance with the commitments under this Agreement;
• the information that one of the Parties has lawfully received on a non-confidential basis prior to entering into the discussions with the other party;
• the information that either party lawfully received from a Third Party who was not bound by a confidentiality undertaking after entering into the Agreement. 

9.4    A party may only disclose Confidential Information to its representatives (directors, officers, employees, agents and/or authorised independent service providers or subcontractors) who need the Confidential Information in connection with the party’s performance of its obligations under the Agreement, provided that such representatives are required to (i) use the Confidential Information only in connection with the party’s performance of its obligations under the Agreement and (ii) keep the Confidential Information confidential at least to the same extent as provided in this Agreement.

10.1 EasyPost is only liable for damage that is the direct result of a proven error on the part of EasyPost during the performance of the Services. 

10.2 EasyPost is not liable for any damage that is not solely due to defective performance of the Services, but also due to any error or negligence on the part of the Client or any person for whom the Client is responsible.

10.3 To the extent that EasyPost depends on the cooperation of Third Parties during the performance of the Services, it cannot be held liable for any damage resulting from their error or shortcoming. Without prejudice to articles 10.5 and 10.6 of this Title and/or any other limitations of liability provided for in the Agreement, EasyPost accepts no liability above and beyond the liability that the relevant Third Party, if any, is prepared to accept in relation to its services.

10.4 Under all circumstances, after ascertaining any damage, the Client must immediately and appropriately issue a notice of default to EasyPost in accordance with article 8.1 of this Title, in the absence of which it is deemed to have waived any (right of) action against EasyPost. The notice of default must contain a description as complete and detailed as possible of the alleged damage so that EasyPost can adequately respond. In any event, the Client will lose any right of action against EasyPost if it has failed to (i) limit the damage immediately after it occurred, (ii) prevent other or additional damage or (iii) provide EasyPost with all necessary information regarding the alleged damage.

10.5 Without prejudice to mandatory Legislation, EasyPost’s liability in all cases, both for direct and indirect damage, even in case of material damage, is limited to the amount corresponding to the remuneration received by EasyPost from the Client in the context of the Service in question, which is alleged to be the cause of the damage, in the month preceding the damage. The same limitations apply if the exclusions of liability contained in this article 10 or in any other provisions of the Agreement should ever be held to be invalid or unenforceable by any court or arbitrator.

10.6 Under no circumstances shall EasyPost be liable for any indirect or consequential damage including, but not limited to, loss of time, loss of customers, loss of profits, loss of income, loss of opportunities or business opportunities, loss of goodwill, damage to materials, breaches of security and dissemination of confidential data or any other form of economic loss.

10.7 The Client agrees to fully indemnify EasyPost against any claim or demand by a Third Party, including the Government, arising out of, or related to, the Services performed by EasyPost for the Client. 

11.1 The duration of the Agreement as well as the conditions of notice and termination are each determined in the relevant articles under Titles I and II of the General Terms and Conditions. 

11.2 During possible notice periods insofar as stipulated in  article 6 of Title II and article 9 of Title III, the Client undertakes to use the Services in the same manner as in the three (3) months preceding the month in which notice is given. EasyPost is entitled to compensation if, during the notice period, the Client would use less Services, as a result of which the invoiced turnover for this notice period would be more than 10% less than the three (3) months preceding the month in which notice is given. The compensation will be equal to the difference between the invoiced turnover in the three (3) months preceding the month in which notice is given and the turnover realised in the three (3) months of the notice period. The foregoing is without prejudice to the provisions of Articles 6 of Title II and Article 9 of Title III.

12.1 EasyPost is entitled to terminate the Agreement (in whole or in part) with immediate effect in the event:

• of a contractual shortcoming on the part of the Client within the meaning of article 7.1 of this Title, of a shortcoming on the part of the Client that makes any further cooperation between the Parties immediately and definitively impossible or if it can be expected that the full performance of the Agreement will be impossible;
• that EasyPost reasonably fears that the Client will not be able to meet its obligations;
• that the Client has been declared bankrupt, has filed for bankruptcy, the conditions of bankruptcy have apparently been met or the Client has gone into liquidation, or has filed for judicial reorganisation or has appeared to be insolvent in any other way or has requested protection from its creditors (with regard to the latter, subject to the exclusion of this possibility as a result of the relevant Legislation) or it has been decided to dissolve and liquidate the Client (judicially or extrajudicially); 

12.2    The Agreement may also be terminated on joint agreement by both Parties. 

In the event of termination of the Agreement, in any manner or for any reason, the Client will return to EasyPost all EasyPost Materials in its possession, all documentation related to the Services and all Confidential Information and immediately cease all further use of the Services, including the cessation of use and removal of EasyPost Connect or any other EasyPost Services, software, SaaS, platforms, tools or applications, without prejudice to the other provisions of the Agreement.

14.1 EasyPost will be released and not be obliged to fulfil any obligation towards the Client in the event of Force Majeure. 

14.2 In the event of Force Majeure, the Client has no right to compensation from EasyPost for any reason whatsoever. 

14.3 In the event that Force Majeure results in an interruption of the performance of the Services, the performance period that may have been planned will be suspended by operation of law for the duration of the interruption, increased by the time required to restart the Services, without EasyPost being liable for any compensation to the Client. Additional costs resulting from this will always and fully be borne by the Client. 

14.4 In the event that (abnormal and reasonably unforeseen or other) circumstances arise after the formation of and/or during the Agreement, which are not attributable to (the fault of) EasyPost or the Client, for which neither EasyPost nor the Client has assumed the financial risk, and which considerably aggravate or complicate the fulfilment of the obligation(s) by EasyPost or which seriously upset the contractual balance, EasyPost and the Client will jointly negotiate and, if necessary, amend the Agreement by mutual written agreement in order to restore the contractual balance. In the absence of agreement within fourteen (14) days from the written request for amendment of the Agreement, EasyPost has the right to suspend its obligations with immediate effect and without prior notice of default, and without having to pay any compensation to the Client, as well as the right to terminate the Agreement without payment of any damages or compensation, subject to one (1) months’ notice. The current article 14.4 does not apply to the cases of Force Majeure as defined above.

15.1 EasyPost takes all appropriate measures so that the processing of personal data in the context of the Services would comply with the applicable data protection legislation, including the GDPR.

15.2 The Client will comply with the applicable data protection legislation, including the GDPR, and will take all appropriate technical and organisational measures so that the processing of personal data would be in accordance with the aforementioned Legislation.

15.3 If and to the extent that EasyPost processes personal data of certain data subjects in the context of the Agreement for the benefit of and at the instruction of the Client, the provisions of the Addendum  on data processing (data processing agreement within the meaning of article 28.3 GDPR) apply, as attached as an appendix to the Agreement.

16.1 Unless otherwise agreed in writing, all Intellectual Property Rights on or connected to EasyPost’s creations, works, efforts, solutions, Services, know-how, databases or any other creation, intellectual achievement or result of any intellectual or creative activity, which (any representatives, agents, employees, staff or service providers of) EasyPost has developed within the framework of the execution of the Agreement, are always the exclusive property of EasyPost or its licensors.

16.2 No provision of the Agreement will be construed to transfer all or any part of such Intellectual Property Rights to the Client.

16.3 The Client is not permitted to change, remove or make unrecognisable any indication(s) of EasyPost’s Intellectual Property Rights. The Client is not permitted to use or register any trademark, design or domain name of EasyPost or any similar sign in any country, anywhere in the world.

Unless agreed otherwise in writing, EasyPost is not bound, in case of termination of the Agreement, to transfer, relocate, migrate or convert any data, including Customer data (notwithstanding the obligations of EasyPost under the applicable legislation concerning data protection and/or the Addendum on data processing). If the Client explicitly requests this, the costs linked thereto, and the services and assistance of EasyPost in this regard, shall be charged in full to the Customer and paid pursuant to the fees set in the Fee List.

The Client acknowledges and accepts that EasyPost is entitled to transfer all or part of its rights and obligations under this Agreement to a Third Party, without prior written consent of the Client. 

Except as otherwise provided in this Agreement, the rights and remedies of each party under this Agreement will not preclude or restrict any other rights or remedies available under Belgian law. 

20.1 EasyPost shall be entitled to unilaterally amend or update the Agreement, these General Terms and Conditions, Special Terms and Conditions or any other contractual documents at any time. Amended, updated or new versions of the General Terms and Conditions, Special Terms and Conditions or any other contractual documents shall always be communicated to the Client through the Customer Portal where they shall be subject to acceptance by the Client or User. By signing the Agreement and accepting the General Terms and Conditions, Special Terms and Conditions or any other contractual documents, the Client confirms that it authorises each User to validly accept future amendments in the aforementioned sense on behalf of the Client.

20.2 A party’s failure or delay in exercising any right under this Agreement will not be deemed a waiver of that right or any other right or remedy under this Agreement, nor will the partial exercise of any right or remedy under this Agreement preclude its further exercise or the exercise of any other right or remedy under this Agreement. 

20.3 The waiver will only be effective once given in writing and signed by all parties or their authorised representatives. 

21.1 If, at any time, any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, that provision or part thereof will be deemed not to form part of this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected.

21.2 The nullity, invalidity or unenforceability of one or more provisions of the Agreement will not in any way result in the nullity, invalidity and/or unenforceability of the remaining provisions of the Agreement. In the event that one of the provisions exceeds any legal limitation, such provision or portion thereof will not be null and void, but the parties will be deemed to have agreed that such provision or conflicting portion thereof will be reduced or limited to the maximum permitted under applicable law, and any provision or portion thereof that exceeds such limits will be amended or replaced by operation of law by a valid clause that most closely matches the intent of the parties.

2.1 The Client undertakes to prepare the Postal Items at the Collection Address(es) in accordance with the requirements of the Manual and only making use of the Material. The Client guarantees that the Collection Address is easily accessible and provides a free parking space in this regard. 

2.2 EasyPost also reserves the right not to process Postal Items and/or Digital Documents that do not meet the requirements set forth in the Agreement or to charge an additional fee, should EasyPost choose to still provide the Services. EasyPost is in any event not liable for any damage or loss as a result of the incorrect, inaccurate or defective delivery of Postal Items and/or Digital Documents or other information or data by the Client in the context of the performance of Services. 

3.1 The Client guarantees that the Postal Items comply with the requirements defined in the Legislation and the regulations of any Providers of Postal Services, including regulations regarding formats and weights, in particular (but not limited to) the regulations of Bpost for large deliveries.

3.2 EasyPost reserves the right to refuse Postal Items that do not comply with the requirements of the Legislation, this Agreement and/or of the engaged Providers of Postal Services, without any compensation being payable to the Client for this.

3.3 EasyPost performs random checks on the conformity of the Postal Items with the requirements as described in the articles of this Title, and reserves the right to refuse Postal Items that (i) were not prepared in time, (ii) do not comply with the instructions of the Manual, or (iii) do not comply with the requirements of the Legislation and/or of the engaged Providers of Postal Services, without being liable for any compensation to the Client.

3.4 The rejected Postal Items will, if applicable and possible, be made available to the Client the next day or, in case of returns, as soon as possible.

4.1 EasyPost undertakes to make the receipts for Registered Postal Items available electronically in accordance with the guidelines as set out in the Manual.

4.2 In the case of absence of a receipt, EasyPost can, at the request of the Client, make the necessary efforts to obtain a new receipt insofar as the Client can provide the following references:

• the number of the barcode of the Registered Postal Item,
• the date of dispatch,
• the name and address of the addressee and
• the number of the operational ID of the sender.

EasyPost can, in any event, not be held liable for the unavailability or late availability of receipts for Registered Postal Items. 

The Services are billed as provided in the Price List applicable to the relevant Services and detailed on the invoices. In addition, EasyPost will be entitled to charge an administrative fee of 19 euros a month if the Client does not provide a direct debit for the invoices in favour of EasyPost. 

6.1 After the Trial Period, the Agreement shall be entered into for an indefinite duration, unless explicitly agreed otherwise.

6.2 After the Trial Period, each party is entitled to terminate the Agreement relating to the Services under this Title by registered letter before the twentieth (20th) day of each month and subject to a three (3) months’ notice from the date of receipt of the registered letter.

7.1 If the Agreement is terminated, in any manner or for any reason, the Client is obliged to return the Material within five (5) Business Days after termination of the Agreement. 

7.2 In case of failure to return the Material within the term specified in the above-mentioned article 7.1 of this Title or in case of damage or loss of the Material, EasyPost is entitled to charge the Client a flat-rate amount of 40 euros.

2.1 Subject to the terms and conditions set forth in the Agreement, EasyPost grants to the Client, who accepts, a non-exclusive, non-transferable and non-(sub)licensable licence to use EasyPost Connect, always for its own use and only for the use of the Services on or through EasyPost Connect and functionalities as set forth in the Agreement. 

2.2 The Licence is entered into for a term as set forth in article 9 below. 

2.3 The Client does not acquire or have any rights with respect to EasyPost Connect other than those expressly granted in the Agreement. The Client does not have the right to transfer the Licence and/or the rights granted to it under the Agreement in any way, temporarily or otherwise, to a Third Party, either in ownership or in (sub)license. 

2.4 The Client will use EasyPost Connect with due diligence and only for the purposes as stipulated in the Agreement. The Client will not use EasyPost Connect in a manner that constitutes unauthorised, injudicious and/or unlawful use. During the term of the Licence, the Client will always take into account and comply with all reasonable instructions and guidelines communicated by EasyPost regarding the use of EasyPost Connect. 

2.5 The use of EasyPost Connect and its related Services is subject to the general or special Terms & Conditions of Use of EasyPost Connect (whether by category of Service or not) and the (use) agreement in this regard between EasyPost and the User, of which each User takes note or may take note and accepts its applicability on or through EasyPost Connect (‘Terms of Use’). The Client represents and confirms that it has read the Conditions of Use and accepts their application. The Terms of Use are available. 

2.6 At all times EasyPost has the right to provide an update, upgrade or patch of or relating to EasyPost Connect and to request the Client to immediately download and install it as a condition of continuing to use EasyPost Connect within the scope of the Licence and in accordance with the provisions of the Agreement.

3.1 EasyPost Connect is a multi-channel web platform offering an end-to-end service for the loading, creation, processing and sending of Digital Documents and/or Digital Communications, supporting all Channels and the related specific Services, such as email, ERDS, QERDS, eBox, Doccl, POM or other Channels.

3.2 The EasyPost Connect Services, Channels and the specific terms and conditions associated with such Services and Channels are determined in the Agreement, for the relevant Services the applicable Special Terms & Conditions, Manuals, practice statements or other (project) documents made available to the Client, without prejudice to the provisions of article 1.3 of Title III above.
 

The Client shall owe the fee to EasyPost in consideration of the License as well as the Services in this regard, as provided in the Price List or the Agreement. 

5.1 The Client undertakes to deliver or upload Digital Documents to EasyPost via EasyPost Connect and to perform Digital Communications in accordance with the requirements of EasyPost’s Manual for EasyPost Connect and the applicable Service / Channel and the instructions for subsequent creation, processing and sending by EasyPost to the designated Channel. 

5.2 Prior to using EasyPost Connect and one or more Services associated therewith, the Client will indicate the Channels it prefers as well as the deadlines for distribution and/or sending of the Digital Documents or Digital Communications. The Client warrants the truthfulness, accuracy and completeness of all information and communications for the purpose of distributing the Digital Documents or Digital Communications. 

5.3 Only the Client is responsible for the (content of the) Digital Documents or Digital Communications. The Client warrants that the Digital Documents or Digital Communications and their content comply with all applicable Legislation, including the data protection legislation, the Code of Economic Law (including provisions on electronic advertising), the Electronic Communications Act of 13 June 2005 or any other relevant Legislation, as well as with public order and decency. 

5.4 The Client guarantees with respect to EasyPost that it will always comply with the Conditions of Use and guarantees that its Users, any representatives, agents, employees, staff or service providers will always comply with these Conditions of Use.

5.5 EasyPost also reserves the right not to process Digital Documents or Digital Communications that do not comply with the requirements set forth in the Agreement or the applicable Legislation or to charge an additional fee, should EasyPost choose to still provide the Services. In any event, EasyPost is not liable for any damage or loss as a result of the incorrect, inaccurate or defective delivery of Digital Documents or Digital Communications and information by the Client in the context of the performance of Services. 

5.6 The Client warrants that Digital Documents, Digital Communications, information or files that it uploads or makes available in any way in the context of the Services or EasyPost Connect, do not contain any viruses, malware or other harmful files that could cause technical errors or unauthorised interventions on EasyPost’s systems, including EasyPost’s software, servers, platforms and applications, nor are in any way harmful to EasyPost, Provider of Universal Postal Services, engaged subcontractors and/or external suppliers and/or other Third Parties. 

5.7 The Client acknowledges and accepts that it is liable to EasyPost for any damage that EasyPost may suffer as a result of the exchange of computer viruses, malware or other harmful files. The Client will indemnify EasyPost against any claim by Third Parties who would suffer damage as a result of this exchange of computer viruses, malware or other harmful files.

6.1 EasyPost Connect, and in particular the underlying software, is protected as good as is reasonably possible in light of the current state of the art, including by firewalls, secure login procedures, virus protection, and the protection of critical data. The foregoing is without prejudice to the security measures taken by EasyPost Connect in light of the data protection legislation with respect to the EasyPost Connect Services.

6.2 The Client will inform EasyPost in advance of the security regulations applicable in its company or with regard to its systems, tools, services or processes. Non-communicated regulations are not binding on EasyPost.

7.1 All Intellectual Property Rights on or associated with or relating to EasyPost Connect, the underlying software, platform(s), application(s) or components of software used for EasyPost Connect, including source codes, target codes as well as diagrams, processes, realisations, databases, tools, embedded software, firmware, preparatory materials, documents, add-ons, extensions, functionalities, functions, updates, operations, interfaces, designs, graphical elements, look & feel, content, data or other information or any intellectual achievement, creation or result of any intellectual or creative activity in this regard, are and will always remain the exclusive and integral property of EasyPost or its licensors. No provision of this Agreement can be construed as a transfer of these Intellectual Property Rights. 

7.2 The Client will immediately notify EasyPost in writing during the term of the Licence if it finds any infringements of the Intellectual Property Rights or if a Third Party claims any rights in this regard. However, the Client is not entitled to take any action against third parties that would infringe the Intellectual Property Rights without EasyPost’s prior written consent. If infringements of the Intellectual Property Rights are found, EasyPost will have the right, at its option, either (i) to act itself and alone against the infringer or (ii) to authorise the Client to act against the infringer at its own expense or (iii) to act jointly with the Client against the infringer. In the case of (i) and (ii) above, the party taking the action against the infringer will bear the costs and benefits thereof. In the event of (iii), the Parties will mutually agree on the allocation of costs.

7.3 The Client is not permitted to modify EasyPost Connect or the software associated with it in any way. Notwithstanding the mandatory exceptions set forth by Book XI, Title 6 of the Code of Economic Law and any specific deviating provisions in this Agreement, no part of EasyPost Connect, including the source and target codes, layout, graphics, may be modified, reproduced, decompiled, reverse-engineered, disassembled, translated, edited, arranged or distributed in any manner by the Client.

7.4 EasyPost is entitled, without any notification to the Client, to take and maintain technical measures for the protection of (the Intellectual Property Rights on) EasyPost Connect. The Client will not be permitted to circumvent or remove such technical measures.

7.5 The parties acknowledge and declare that the use of EasyPost Connect will always be under the designation, logo, sign and/or brand of ‘EasyPost’. The Client is not permitted to change, remove or make unrecognisable any indication(s) of EasyPost’s Intellectual Property Rights and/or the sign, logo / brand of ‘EasyPost’.

8.1 EasyPost is in no way responsible or liable for the content of any communication, message, content, data or information that would be distributed through EasyPost Connect by (a User of) the Client nor for the use of, the manner of use of or the reaction of any person other than EasyPost to any communication, message, content, data or information that would be distributed through EasyPost Connect. 

8.2 EasyPost does not guarantee a continuous or error-free Service with regard to EasyPost Connect. Interruptions, failures or other malfunctions may occur at the level of (the platform of) EasyPost Connect, the software related to or underlying EasyPost Connect, the Services, the related or underlying hardware or any other level. Notwithstanding the foregoing, EasyPost will use all reasonable efforts to provide a generally and reasonably acceptable level of Service in this regard. 

8.3 EasyPost is not liable if EasyPost Connect is not properly installed, integrated or used in accordance with EasyPost’s instructions. 

8.4 The Client acknowledges and accepts that it alone is liable to EasyPost for any damage that EasyPost may suffer as a result of the exchange of viruses, malware, or other harmful files (within the meaning of article 5.6 above). The Client will indemnify EasyPost against any claim by Third Parties who would suffer damage as a result of this exchange of viruses, malware or other harmful files.

8.5 EasyPost is not liable for any damage caused by (i) Channels, products, services, platforms, applications, software or tools of Third Parties (which may or may not connect to EasyPost Connect and/or the EasyPost Services); (ii) the failure of the Client to comply with its obligations under the Agreement; (ii) any negligence or fault on the part of the Client or any Third Party; (iii) power failures, interruption of communication services, interruption of internet connection(s), any malfunctions, interruptions, viruses, errors or defects in or regarding the temporary unavailability, incorrect or incomplete availability of the infrastructure, (ERP) systems, hardware, resources or software of the Client or a Third Party; (iv) a scheduled maintenance service during a scheduled maintenance period and (v) Force Majeure.

After the Trial Period, the Agreement shall be entered into for a fixed term of two (2) years from the conclusion of the Agreement. At the expiry of the aforementioned term, the Agreement will be automatically and by operation of law tacitly renewed each time for a (new) term of one (1) year, unless one of the parties has terminated the Agreement at the latest three (3) months before the expiry of the contractual term by means of a registered letter addressed to the other party.

10.1 EasyPost is responsible for any archiving or retention of the Digital Documents or Digital Communications in accordance with the written instructions of the Client. In the absence of written instructions in this regard, EasyPost in principle has no archiving or retention obligation with respect to the Client’s Digital Documents or Digital Communications, unless required by law (e.g., pursuant to applicable Legislation, such as the data protection legislation or the eIDAS Regulation) or explicitly agreed otherwise or determined as such in the applicable Manuals.

10.2 The Client warrants that any instructions for the archiving and retention of its Digital Documents or Digital Communications are always in compliance with applicable Legislation, including the applicable data protection legislation, including the GDPR. 

10.3 The current article 10 applies without prejudice to the Addendum on data processing attached as an appendix to this Agreement and the applicable data protection legislation, including the GDPR.