1. Scope of application
1.1. These general terms and conditions govern the legal relationship between EasyPost, on the one hand, and the Principal, on the other hand, and shall apply to any offer by EasyPost or any agreement between EasyPost and the Principal relating directly or indirectly to the Services provided by EasyPost for the Principal, including, daily mail collection and processing, internal courier services, document enveloping and easyprint.
1.2. The Agreement shall only be concluded after written confirmation by the Principal of the Special Terms and Conditions or by the commencement of the Services by EasyPost if there has been no written confirmation of the Special Terms and Conditions by the Principal.
1.3. The Agreement supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter preceding the date of this Agreement. Consequently, commercial documents and offers made by EasyPost do not constitute undertakings on the part of EasyPost.
1.4. The Agreement also takes precedence over general and other terms and conditions of the Principal, even if these stipulate that only they are valid. Any deviations from the Agreement shall only be valid with EasyPost’s prior written consent.
2. EasyPost Services
2.1. EasyPost will act to the best of its ability in carrying out its Services. All dealings by EasyPost will be carried out with its best efforts (“middelenverbintenis”).
2.2. Any period or timescales mentioned, are indicative only and do not constitute an undertaking to achieve a result (“resultaatverbintenis”) on the part of EasyPost. Failure by EasyPost to meet or comply with these timescales will not give rise to any compensation or right to terminate the Agreement. EasyPost reserves the right to suspend its Services either on Bridging Days without the Principal’s prior consent and without being obliged to pay any compensation.
2.3. The Principal undertakes to provide EasyPost with all necessary information, including any change of address, to enable EasyPost to perform its Services correctly and in a timely manner. As the provider of this information, only the Principal can guarantee the correctness and completeness of all instructions, information and communications.
2.4. EasyPost shall not be liable for damages resulting from the use of incorrect, inaccurate or incomplete information provided by the Principal for the performance of Services.
2.5. EasyPost reserves the right to use Postal Service Providers and/or other external suppliers, such as courier services, for the performance of certain parts of the Services, without notifying the Principal in advance.
3. Obligations of the Principal
3.1. The Principal undertakes to prepare the Mail Items at the Pick-up Addresses at the time set out in Article 3.1 of the Special Terms and Conditions, in accordance with the requirements of the Information Sheet and making full use of the Material provided.
3.2. The Principal warrants that the Pick-up Address is easily accessible and hereby provides a free parking space at the time specified in Article 3.1 of the Special Terms and Conditions.
3.3. The Principal guarantees that the entrusted Mail Items comply with the requirements defined by the Law, the Information Sheet and the regulations of any Postal Service Providers, including regulations regarding formats and weights.
3.4. EasyPost shall carry out random checks on the conformity of the Mail Items with the requirements as described in Article 3 of the General Terms and Conditions, and reserves the right to refuse Mail Items that (i) were prepared late, (ii) do not comply with the instructions of the Information Sheet, or (iii) do not comply with the regulations or the Law and/or of the Postal Services Providers engaged, without being liable for any compensation to the Principal.
3.5. In addition, EasyPost reserves the right to charge an additional fee in the case of Mail Items that do not meet the requirements set out in Article 3 of the General Terms and Conditions, if it elects to provide the Services.
3.6. The rejected Mail Items shall, if applicable and possible, be made available to the Principal the day after or, in the case of returns, as soon as possible.
4. Registered Mail
4.1. EasyPost undertakes to make the acknowledgements of receipt for Registered Mail Items available electronically in accordance with the guidelines as set out in the Information Sheet.
4.2. In the absence of any acknowledgement of receipt, EasyPost may, at the request of the Principal, undertake any necessary efforts to obtain an acknowledgement of receipt insofar as the Principal can provide the following references: (i) the number of the barcode of the Registered Mail Item, (ii) the date of dispatch, (iii) the name and address of the addressee and (iv) 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 acknowledgement of receipt for Registered Mail Items.
5. Remuneration & Invoicing
5.1. The Services are invoiced in accordance with the Price List and detailed in the invoices. In addition, EasyPost shall be entitled to charge an administrative fee of 19 euros per month if the Principal does not put in place a direct debit for any invoices in favour of EasyPost.
5.2. All EasyPost invoices are payable within 30 calendar days of the date of issue of the invoice. The amount of any invoice not paid or not paid in full on the due date shall be increased, by operation of law (“ipso iure”), and without any prior notice of default by (i) interest equal to 1% per month of non-payment, with the commencement of any month regarded as an expired month, and (ii) lump-sum compensation of 15% of the amount of unpaid invoices, with a minimum of €250.
EasyPost is also entitled to charge the costs associated with the notice of default and reminders (“reminder costs”). This entitlement applies, without prejudice, to EasyPost’s right to claim greater compensation if the damage suffered turns out to be higher.
5.3. In the event of non-payment on the date in which one or more invoices become due and payable, all outstanding but not as yet due and payable invoices shall become due and payable by operation of law (“ipso iure”) without the Principal being entitled to prior notice The Principal shall not be entitled to set off EasyPost’s invoices against its own invoices.
5.4 In case an invoice has been disputed, and after contacting EasyPost has been credited or compensated or determined as correctly, the Principal undertakes to pay this invoice in full within 8 calendar days from the moment of the execution of the crediting, compensation or determination that the invoice has been determined as correctly.
6.1. EasyPost reserves the right to adjust the prices listed in the Price List whenever the Universal Service Provider, Bpost, indexes its prices in accordance with the Belgian Law of 26 January 2018.
6.2. The price increase by EasyPost applies to all of its Services and pro ratato the price increase implemented by Bpost, even if certain Services do not include postal services that are also offered by Bpost.
6.3. The price increase will automatically and without prior notice be applied to prices included in the Price List and applicable to the Services provided for the Principal.
6.4. A price increase based on the above criteria does not entitle the Principal to terminate the Agreement without complying with the notice period in Article 11.
7. Breach of contract
7.1. Should the Principal fail to fulfil one or more of its contractual obligations, including its payment obligations, EasyPost shall serve notice of default on the Principal by registered letter. Should the Principal still fail to fulfil its contractual obligations ten (10) calendar days after the date of the aforementioned notice of default, EasyPost shall be entitled to terminate the agreement and:
suspend any further performance under the Agreement until the Principal has fulfilled its contractual obligations. EasyPost shall inform the Principal in writing of this decision; or
(ii) terminate the Agreement without prior legal intervention and with immediate effect at the expense of the Principal. In which case EasyPost shall be entitled to compensation at the expense of the Principal, set at a flat rate of [-].
In these circumstances, EasyPost shall not be liable in any way whatsoever for any damage suffered by the Principal or its Principals as a result of the aforementioned suspension or termination.
8. Complaints & Ombudsman Service
8.1. Complaints regarding the Services or disputes surrounding invoices must be reported to EasyPost in writing within 15 calendar days after receipt of the invoice or the Service provided via the e-mail address backoffice@EasyPost.org (in cases concerning invoice disputes the Principal 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 shall be deemed to have been accepted.
8.2. The Principal is also entitled at all times to lodge any complaint about the Services with the Office of the Ombudsman for the Postal Sector (www.ombudsman.be ofrwww.omps.be) located at 1000 Brussels, Boulevard du Roi Albert II 8, box 4 and can also be reached at the e-mail address: firstname.lastname@example.org.
8.3. Any claim against EasyPost relating to the Services shall lapse after one year from the date of the invoice for the Services provided.
9.1. EasyPost shall only be held liable for damages that are the direct consequence of its own proven gross misconduct, fraud or intent in the performance of the Services and, in the event of loss of or damage to Postal Items, if it is demonstrated that the loss or damage occurred between the time of acceptance at the Pick-up Address and the time of delivery to the Postal Service Providers.
9.2. Under no circumstances shall EasyPost be liable for any indirect or consequential damages including, but not limited to, loss of time, loss of Principals, 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. Limitations of liability
10.1. EasyPost cannot be held liable for damage that may result from errors or failings (even in the event of gross or intentional misconduct) on the part of EasyPost’s appointees or Postal Service Providers, such as courier services and/or other external suppliers, on which it relies on for the performance of the Services or part thereof or that would result from errors on the part of its appointees, subcontractors or external suppliers.
10.2. Under all circumstances, the Principal shall immediately and appropriately provide EasyPost notice of default in accordance with Article 8.1, after having established any damage or loss, in the absence of which it shall be deemed to waive any and all rights to make claims against EasyPost. The notice of default must contain as complete and detailed a description as possible of the alleged damage so that EasyPost can respond adequately. In any event, the Principal shall lose any right to make claims against EasyPost’s 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.
10.3. EasyPost’s liability shall in all cases be limited to the lower of the following amounts: (i) the cover provided by EasyPost’s civil liability insurer; (ii) the amount corresponding to the remuneration received by EasyPost under the Agreement for the performance of this particular Service or, if applicable, (iii) 8.33 units of account of the special drawing right as defined by the CMR for each missing kilogram of gross weight.
10.4. The Principal undertakes to indemnify EasyPost in full and for the principal amount, interest and costs (including court and attorney fees) for any third party claim or demand arising from or in connection with this Agreement and the Services performed by EasyPost for the Principal.
After the Trial Period, either Party shall be entitled to terminate the Agreement by registered letter before the20th day of each month and subject to one month’s notice from the date of receipt of the registered letter.
12. Early termination
12.1. EasyPost shall be entitled to terminate this Agreement with immediate effect if:
(i) the Principal breaches one or more provisions of this Agreement or if it is to be expected that its full execution will be impossible;
(ii) it reasonably fears that the Principal will not be able to fulfil its obligations;
the Principal has been declared bankrupt, or is in cessation of payment, or has decided to enter into voluntary liquidation, or has submitted a petition for judicial reorganisation or appears to be insolvent in some other way;
12.2. The Agreement may also be terminated on joint agreement by both Parties.
13. Consequences of termination
13.1. The Principal is obliged to return the Material within five (5) Business Days after termination of the Agreement.
13.2. Should the Principal fail to return the Material in accordance with Article 13.1 of the General Terms and Conditions, EasyPost shall be entitled to charge the lump-sum amount of 40 euro for the loss of Material.
14. Force majeure
EasyPost shall be released and not be obliged to fulfil any obligation towards the other in the event of a case of Force Majeure.
15.1. Data protection
15.1.1. The Parties agree to comply with all Data Protection Laws applicable to the framework of this Agreement, including Regulation 2016/679.
15.1.2. The Principal accepts that EasyPost is entitled to process personal data or information related to its directors, representatives or employees (each separately regarded as a “data subject”) within the framework of and for the purpose of this Agreement. When the Principal provides EasyPost with information about its directors, representatives and employees, it confirms that it is authorised to act as their agent.
The Principal 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 the prior written consent of the Principal.
15.3. Rights and remedies of the Parties
Except as otherwise provided in this Agreement, the rights and remedies of each Party under this Agreement shall not preclude or restrict any other rights or remedies available under Belgian law.
15.4. Amendments and waiver
15.4.1. An amendment to this Agreement shall not take effect until it has been accepted in writing by all Parties or their authorised representative.
15.4.2. A Party’s failure or delay in exercising any right under this Agreement shall not be deemed a waiver of that right or any other right or remedy under this Agreement, nor shall 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.
15.4.3. The waiver will only be effective once given in writing and signed by all parties or their authorised representatives.
15.5.1. 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 shall be deemed not to form part of this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
15.5.2. In such a case, each Party shall use its best endeavours to immediately negotiate in good faith a valid substitute provision with a similar economic effect as close as possible to that of the invalid or unenforceable provision. Failing this, such invalid or unenforceable provision will automatically be replaced by a provision that best satisfies the economic effects of the invalid or unenforceable provision.
15.6. Applicable law
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with Belgian law.
The courts of Bruges will have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to non-contractual obligations arising out of or in connection with this Agreement).
“Postal Service Providers”means any undertaking providing one or more postal services, including courier services and universal service providers or part thereof, the identity of which has been communicated to the European Commission in accordance with Article 4 of Directive 97/67/EC, as amended by Directive 2008/6/EC of the European Parliament and of the Council of 20 February 2008 amending Directive 97/67/EC with regard to the full accomplishment of the internal market of Community postal services.
“Registered Mail Item”” betekent een dienst die op forfaitaire basis tegen de risico’s van verlies, diefstal, of beschadiging waarborgt, waarbij de afzender, in voorkomend geval op zijn verzoek, een bewijs ontvangt van de datum van afgifte of van de bestelling van de Postzending aan de geadresseerde.
“Bridging Days”means the day before or after a national holiday
“Special Terms and Conditions” means the conditions set out in the document entitled “Contract B2MAIL”.
“CMR”means the Convention on the Contract for the International Carriage of Goods by Road of 19 May 1956 including all its amendments.
“Services”means, among other things, optimising outgoing mail from the Principal, including, mail collection and processing (weighing, sorting, labelling, enveloping and franking), internal courier services, easyprint, and delivery to the Universal Postal Service Provider or other postal service providers engaged.
“EasyPost”, means Postalia Belgium having its registered office at B-7700 Mouscron, Drève Gustave Fache 1, and registered with the Crossroads Bank for Enterprises under number 0463.006.734, trading under the name EASYPOST, as a licensed franchisee of EasyPost-Postal-Business concept.
“Material”means the goods, including bins, bags or containers for the deposit of Mail Items, made available by EasyPost to the Principal with a view to the efficient performance of the Services.
“Principal”means the legal entity, being an individual or legal entity, mentioned in the Special Terms and Conditions.
“Pick-up Addresses”are the addresses mentioned in Article 3 of the Special Terms and Conditions.
“Agreement”means this agreement between EasyPost and the Principal for the performance of Services, including (i) the Special Terms and Conditions, (ii) EasyPost’s General Terms and Conditions, (iii) the Price List, and (iv) the Information Sheet.
“Force Majeure”means the following exceptional events or circumstances, which are unforeseeable and unavoidable, not attributable to EasyPost and which make it wholly or partly impossible for EasyPost to fulfil its obligations under the agreement, including epidemics, fires, tsunamis, lightning strikes, earthquakes, hurricanes, whirlwinds, volcanic activity, hostilities or acts of war, sabotage or riots, national or regional strikes, government decisions, deficiencies or problems that would arise with Postal Service Providers, subcontractors or suppliers.
“Postal Services”means services consisting of the collection, sorting, transport and distribution of Postal Items.
“Postal Item”means the item, including items of correspondence, in the final form in which it is to be carried by EasyPost or another Postal Service Provider and whose weight does not exceed 30 kg.
“Trial Period” means the period of one month commencing from the date specified in Article 5 of the Special Terms and Conditions within which the Contract may be terminated immediately.
“Price List”means the overview of the current prices, which may change from time to time, and are applicable to the Services and thus communicated by EasyPost.
“Business Day” means all days of the week except Saturdays, Sundays and public holidays.
“Law”means any national or international law, decree, ordinance, regulation, requirement, recommendation, guidance, use, judgment, or any other rule of any Government (including its legal and administrative interpretation) that is or was in force, including those relating to the Belgian Law of 26 January 2018 on postal services and its implementing decrees.
In this Agreement, unless the context otherwise requires:
- the titles, headings, table of contents in this Agreement are for convenience only and have no legal effect and in no way express the intentions of the Parties. Nor shall they be taken into account in interpreting the provisions of this agreement.
- a reference to a law or regulation includes the reference to any subordinate legislation made under that law or regulation and is a reference to that law or regulation or subordinate legislation as amended, consolidated, amended, modified, adapted, or superseded from time to time.
- the words “including”, “included”, “includes”, “encompassing” and all forms and derivatives shall mean “including but not limited to”.
- the various documents forming part of this Agreement shall be regarded as mutually consistent and mutually explanatory. In the event of any conflict between the documents of the Agreement, the Special Terms and Conditions (Agreement B2Mail) take precedence over the General Terms and Conditions and the General Terms and Conditions take precedence over the other appendices.