§1. General

1.1 Applicability

These Terms and Conditions for Customers (the Terms and Conditions) apply to any use of the Platform and to any Order placed directly via the Platform of Brenger by a natural person or legal entity acting in the capacity of Customer, including a Business Customer.

By placing an Order, the Customer accepts these Terms and Conditions.

For Business Customers, the Business Module applies in addition to the General Section of these Terms and Conditions.

1.2 Exclusion of Partner Bookings

These Terms and Conditions do not apply to Orders that are created through a Partner Booking.

Partner Bookings are exclusively governed by the terms and conditions applicable to the relevant Authorized Partner, even if Brenger facilitates (parts of) the Brenger Service in that context, such as payment, communication or status information.

1.3 Priority and structure

In the event of any conflict between documents, the following order of precedence applies:

1. the Transport Agreement between the Customer and the Courier;
2. the Business Module, if applicable;
3. the General Section of these Terms and Conditions;
4. additional documents referred to in these Terms and Conditions.

These Terms and Conditions consist of a General Section and, for Business Customers, a Business Module (Addendum).

§2. Definitions and roles

In these Terms and Conditions, the following definitions apply:

General Section

The general section of these Terms and Conditions, consisting of §1–13, excluding the Business Module (Addendum).

Business Module (Addendum)

The addendum to these Terms and Conditions that applies exclusively to Business Customers and contains additions to and deviations from the General Section.

Brenger

Brenger B.V., the legal entity that operates a digital platform through which Customers and Couriers are brought together for the performance of Transport.

Platform

The digital platform operated by Brenger (including website and applications) through which Brenger provides the Brenger Service.

Brenger Service

The platform service provided by Brenger, consisting of digitally facilitating the placement of Orders by Customers, making such Orders available to Couriers and facilitating their acceptance by Couriers, as well as offering supporting functionalities, such as payment, communication and status and progress information. The Brenger Service explicitly does not include the actual performance of Transport.

Order

The request placed by the Customer via the Platform for the performance of a Transport of Goods.

Goods

The movable items that are transported by the Courier on the basis of an Order.

Transport Unit

A separate item or object forming part of the Goods as specified in an Order, which is offered for Transport as a single unit and which cannot reasonably be divided without altering its nature or function.

Transport

The actual transport of the Goods performed by the Courier.

Agreed Pick-up Time

The start of the time window booked by the Customer via the Platform for the collection of the Goods, as recorded in the Order. Time indications, arrival estimates or progress information provided by the Courier, including via the Tracking Page, do not qualify as the Agreed Pick-up Time and do not amend it.

Agreed Delivery Time

The start of the time window booked by the Customer via the Platform for the delivery of the Goods, as recorded in the Order. Time indications, arrival estimates or progress information provided by the Courier, including via the Tracking Page, do not qualify as the Agreed Delivery Time and do not amend it.

Customer

The natural person or legal entity that places an Order via the Platform.

Business Customer

A Customer acting in the course of a trade, business or profession, to whom, in addition to these Terms and Conditions, the Business Module applies.

Courier

An independent professional transport company that has accepted an Order via the Platform and performs the Transport, whether through its own employees or auxiliary persons.

Transport Agreement

The agreement of transport that is concluded between the Customer and the Courier upon acceptance of an Order by a Courier and to which the applicable transport law applies.

Partner Booking

An Order created via the platform, website or other channels of an Authorized Partner, and not directly via the Platform of Brenger, even if Brenger facilitates (parts of) the Brenger Service in that context.

Authorized Partner

A third party with whom Brenger cooperates and through whose platform Partner Bookings may be created, for which separate terms and conditions apply.

Contact Person

A natural person designated by the Customer as a contact point for (the execution of) an Order and who, where made available by Brenger, may obtain access to the Tracking Page and customer service functionalities. A Contact Person is not a party to any agreement with Brenger or to the Transport Agreement. Additional terms of use may apply to the use of the Tracking Page and/or customer service.

Tracking Page

The digital page made available by Brenger via the Platform on which status and progress information relating to an Order or Transport is displayed, based on data provided or generated by the Courier.

3.1 Scope of the Brenger Service

Brenger provides the Brenger Service by offering and operating the Platform, which connects Customers and Couriers for the purpose of placing, offering and accepting Orders.

The Brenger Service includes, among other things:

• digitally facilitating the placement of Orders by Customers;
• making placed Orders available and offering them to Couriers via the Platform, enabling acceptance by a Courier;
• digitally facilitating the acceptance of Orders by Couriers;
• making communication and information functionalities available;
• facilitating payments between the Customer and the Courier;
• providing supporting customer communication.
  

The Brenger Service explicitly does not include the performance of Transport, the direction or control of Couriers, or supervision of the execution of Transport.

Brenger is not a party to the Transport Agreement concluded between the Customer and the Courier.

3.2 No guarantee of availability or performance

Brenger will make reasonable efforts to operate the Platform with due care, but does not guarantee that the Platform will function without interruptions or errors at all times.

Brenger also does not guarantee that a Courier will be available for every Order, that an Order will be accepted within a specific timeframe, or that a Transport will actually be performed.

The performance of a Transport depends on acceptance and execution by a Courier.

3.3 Informational nature and platform control

Status, time and progress information provided via the Platform, including information shown on the Tracking Page, is for informational and indicative purposes only.

No rights may be derived from such information with regard to exact pick-up or delivery times, the execution of the Transport, or liability for delays or deviations.

Responsibility for the timely and correct execution of the Transport rests exclusively with the Courier.

Brenger determines which Orders, Couriers, days and time windows are made available via the Platform and may amend such availability and selection criteria from time to time.

No rights may be derived from the availability of specific Couriers, days or time windows.

3.4 Performance of the Transport and disputes

The performance of the Transport and compliance with the Transport Agreement are exclusively at the account and risk of the Customer and the Courier.

Disputes relating to the execution of the Transport or the Transport Agreement must be resolved directly between the Customer and the Courier.

Brenger is not a party to such disputes and may, without being obliged to do so, provide a facilitating or mediating role.

No rights may be derived from such involvement.

3.5 Product Payment (optional additional functionality)

Brenger may offer an additional functionality via the Platform that allows the Customer, in connection with an Order, to make a payment to a third-party seller of the Goods (Product Payment).

Brenger is not a party to the purchase agreement between the Customer and the seller.

The Customer is fully responsible for:

• the correct amount payable to the seller as agreed with the seller;
• making this amount available via the Platform in a timely manner; and
• providing correct and up-to-date (contact) details of the seller.
  

If, prior to the Agreed Pick-up Time, it appears that the paid amount is incorrect, the Order will not be performed unless the Customer immediately pays the outstanding difference.

If, as a result, the Order cannot be performed or cannot be performed on time, any cancellation costs or other consequences will be borne entirely by the Customer.

Brenger does not verify whether the paid amount corresponds with the agreements between the Customer and the seller and accepts no liability for disputes relating to the purchase, payment or transport of the Goods. Such disputes must be resolved exclusively between the Customer and the seller.r de koop, betaling of het vervoer van de Goederen. Dergelijke geschillen dienen uitsluitend tussen Opdrachtgever en verkoper te worden opgelost.

4.1 Formation of the Order

An Order is formed when the Customer submits an Order via the Platform, provides the required information and, where applicable, pays the applicable price as part of the booking process.

The Order forms the basis for:

• offering the Order to Couriers via the Platform; and
• concluding a Transport Agreement between the Customer and a Courier after acceptance of the Order by a Courier.

The content of the Transport Agreement is made available to the Customer via the Platform before placing the Order.

4.2 Content, accuracy and consequences of the Order

The Customer is responsible for the accuracy, completeness and timeliness of all information included in the Order, including, at a minimum, information relating to:

• the Goods;
• any assistance required at the pick-up or delivery location;
• pick-up and delivery addresses;
• booked time windows; and
• Contact Persons.

An Order may include additional instructions or remarks. Such instructions are for informational purposes only and are not binding on Brenger or the Courier, unless they are expressly included as a modification of the Order and accepted by the Courier.

The Order itself is decisive for the conclusion and content of the Transport Agreement.

Any discrepancies between the content of the Order and the actual situation that become apparent after acceptance of the Order will be regarded as modifications after acceptance as referred to in Article 4.4.

If information provided by the Customer proves to be incorrect, incomplete or misleading, the consequences thereof will be for the account and risk of the Customer. In such a case, Brenger may amend or cancel the Order or may decide that the Transport will not be (further) performed.

4.3 Modification and cancellation prior to acceptance of the Order

As long as an Order has not yet been accepted by a Courier, no Transport Agreement is in force and the Customer may cancel the Order via the Platform free of charge.

The Customer may modify the Order via the Platform prior to acceptance. A modification may result in an adjustment of the price, which must be paid by the Customer or refunded to the Customer, depending on the nature and scope of the modification.

Brenger may refuse a modification or cancellation, or remove an Order if the Order is (no longer) feasible within the Brenger Service.

4.4 Modification and cancellation after acceptance of the Order

Once a Courier has accepted an Order, a Transport Agreement has been concluded. Modifications or cancellations of an Order after this point are only possible subject to the time limits below, calculated from the Agreed Pick-up Time as defined in §2.

a. More than 60 hours before the Agreed Pick-up Time

• Cancellation is free of charge and results in a full refund.
• Modifications are possible via the Platform without the Courier’s consent and may result in a price adjustment.

b. Less than 60 hours but more than 24 hours before the Agreed Pick-up Time

• Upon cancellation, the Customer is entitled to a refund of 50% of the agreed price.
• Modifications are only possible with the consent of the Courier and may result in a price adjustment. If consent is not obtained, the Customer may cancel the Order in accordance with this paragraph. After cancellation, a new (modified) Order may be placed via the Platform if desired.
  

c. Less than 24 hours before the Agreed Pick-up Time or during pick-up

• Upon cancellation, the Customer is entitled to a refund of 25% of the agreed price.

• Modifications are only possible with the consent of the Courier and may result in a price adjustment. If consent is not obtained, the Customer may cancel the Order in accordance with this paragraph. After cancellation, a new (modified) Order may be placed via the Platform if desired.

d. After the Goods have been picked up

In the event of cancellation after the Goods have been picked up, the Customer is not entitled to any refund.

If the Contact Person at the delivery location no longer wishes to accept delivery of the Goods, including not at any later date, the costs of further handling will be charged to the Customer, including:

• 100% of the agreed price for a return shipment; or
• EUR 150 (excluding VAT) for disposal of the Goods, if no return is requested.

Modifications after pick-up are only possible with the consent of the Courier. Such modifications may relate, among other things, to:

• the execution of services at the delivery location; and/or
• the Agreed Delivery Time, in which case a modification may result in a new Transport at 100% of the agreed price.

If consent is not obtained, cancellation under this paragraph will be the only option, and the costs of further handling will be charged to the Customer as described above.

5.1 Conclusion and nature of the Transport Agreement

Upon acceptance of an Order by a Courier, a Transport Agreement is concluded between the Customer and the Courier.

The Transport Agreement relates to the execution of the Transport of the Goods and is governed by the applicable transport law.

Brenger facilitates the conclusion of the Transport Agreement and provides for its digital and administrative recording and handling via the Platform, without being a party to it.

The Transport Agreement is decisive for the execution of the Transport and for the rights and obligations of the Customer and the Courier.

To the extent that provisions of these Terms and Conditions differ from the Transport Agreement, the Transport Agreement will prevail, insofar as mandatory law permits.

5.2 Role and position of Brenger

Brenger provides exclusively the Brenger Service and acts as a digital platform connecting Customers and Couriers.

Brenger is not a Courier, does not execute Transport itself and is not a party to the Transport Agreement.

Brenger does not provide instructions regarding the manner in which the Transport is executed and does not exercise supervision or authority over the Courier in connection with the execution of the Transport.

The execution of the Transport and the resulting rights and obligations rest exclusively with the Customer and the Courier.

Brenger is not responsible for and accepts no liability for the execution of the Transport, the acts or omissions of the Courier, or the fulfilment of obligations under the Transport Agreement.

There is no employment relationship or relationship of authority between Brenger and the Courier; the Courier acts as an independent contractor and executes the Transport at its own account and risk.

5.3 Insurance

During the execution of the Transport, a transport insurance applies under the conditions of the Transport Agreement, pursuant to which the Goods are insured, among other things, against damage, loss and theft (external peril).

This insurance forms an integral part of the Transport Agreement and is subject to the conditions, limitations and exclusions set out therein.

Brenger facilitates that this transport insurance forms part of the Transport, but is not an insurer, insurance intermediary or party to the insurance.

Brenger provides no guarantees regarding coverage or compensation, does not assess damage claims and does not take decisions regarding payment.

5.4 Facilitation and mediation by Brenger

If a dispute arises between the Customer and the Courier regarding the execution of the Transport or the fulfilment of the Transport Agreement, they must first attempt to resolve such dispute directly between themselves.

Brenger is not a party to the Transport Agreement and may, without being obliged to do so, provide a facilitating or mediating role.

Brenger is not authorised to determine liability or resolve disputes.

No rights may be derived from any facilitation or mediation by Brenger.

6.1 General

Brenger facilitates Orders via the Platform within defined Service Limits and subject to the exclusion of certain Goods. It is the responsibility of the Customer to ensure that an Order complies with these requirements.

The Courier is responsible solely for the Transport of the Goods and performs the Transport using only customary tools, such as hand trucks and furniture dollies.  

If special equipment or facilities are required to move the Goods to or from a specific floor or level (including moving lifts, freight elevators, cranes or other location-specific facilities), the Customer must arrange these independently in a timely manner.

6.2 Service Limits (framework for Orders)

The following Service Limits apply to Orders placed via the Platform.

Per individual Transport Unit

• maximum weight: 120 kg;
• maximum dimensions: 400 × 180 × 160 cm (length × width × height).

Per Order as a whole

• maximum total weight: 200 kg;
• maximum volume: 5 m³;
• maximum of 10 Transport Units;
• suitable to fit within one standard delivery van for regular road transport.

Geographical scope

• within the Netherlands and Belgium, excluding the Wadden Islands.

Special equipment or skills

• The Service Limits exclusively include Goods that can be transported, including loading and unloading, without the use of special transport equipment and without requiring special skills, training or specialist handling.
• Goods that require special equipment during Transport (such as pallet trucks, forklifts, cranes or similar specialised equipment) or that require special skills or handling (such as pianos or similar specialised Goods) are excluded from the Service Limits, regardless of weight, dimensions or volume.

Orders that fall (in whole or in part) outside these Service Limits may be placed via the Platform, but do not give rise to any obligation on the part of Brenger to provide the Brenger Service. Brenger is entitled to refuse, not offer to Couriers, or cancel such Orders.

If Brenger nevertheless facilitates such an Order and, in accordance with the procedure applied via the Platform, a Transport Agreement is concluded between the Customer and the Courier, the Transport Agreement and the applicable transport law will apply in full, including the transport insurance incorporated therein, provided that the Order has been submitted correctly and completely. In such a case, Brenger is not obliged, other than making the Platform technically available, to provide any additional facilitation, support, guidance or mediation.

6.3 Excluded Goods (prohibited Orders)

The Customer is not permitted to place Orders relating to Goods that are excluded from Transport via the Platform. The list of Excluded Goods is made available on the Platform via https://www.brengertransport.de/de-de/prohibited-items/, in the version applicable at the time the Order is placed.

In any event, the following Goods are excluded:

• Goods the transport of which is prohibited under applicable laws or regulations;
• Goods for which additional permits, certifications or notifications are required (including, without limitation, ADR-regulated goods);
• Goods which, by their nature, pose an unacceptable risk to persons, other Goods or means of transport.

Brenger is entitled to refuse, cancel or remove Orders relating to Excluded Goods.

If a Transport Agreement has already been concluded, the consequences thereof are governed exclusively by the Transport Agreement and the applicable transport law. Orders relating to Excluded Goods are not eligible for insurance coverage. All consequences arising therefrom are entirely at the account and risk of the Customer.

7.1 Delimitation between Platform and Transport

Obligations of the Customer that relate to the actual execution of the Transport and that apply vis-à-vis the Courier are governed exclusively by the Transport Agreement.

These include, without limitation, obligations relating to presence, handover of the Goods, packaging, (assistance with) lifting, and the accessibility and reachability of the pick-up and delivery locations.

These Terms and Conditions govern solely the use of the Platform and the Brenger Service, including the placement, modification, management and cancellation of Orders.

7.2 Use of the Platform

The Customer must use the Platform and the Brenger Service in accordance with these Terms and Conditions and applicable laws and regulations. All actions performed via the Platform by or on behalf of the Customer are deemed to have been performed by the Customer.

The Customer must not use the Platform for unlawful, misleading or fraudulent purposes, or in any manner that may harm the operation or security of the Platform, or the legitimate interests of Brenger, Couriers or third parties. The Customer must not distribute spam, malicious software or otherwise unlawful or inappropriate content via the Platform, nor impersonate another person.

Personal data of other users may be used solely for the execution of the Order and must not be shared or misused.

Brenger is entitled to take appropriate measures in the event of misuse or improper use.

7.3 Placement and management of Orders

The Customer is responsible vis-à-vis Brenger for the correct, complete and up-to-date placement, modification and management of Orders via the Platform.

In particular, the Customer must ensure that:

• all information provided when placing or modifying an Order is accurate, complete and up to date, in accordance with Article 4.2;
• modifications are made exclusively via the Platform; and
• no information is provided which the Customer knows, or should reasonably know, to be incorrect, incomplete or misleading.

Where account credentials, login details or verification data are used, the Customer is responsible for their careful use and must inform Brenger without delay in the event of (suspected) unauthorised use.

7.4 Service Limits and Excluded Goods

The Customer is responsible for ensuring that Orders comply with the Service Limits and do not relate to Excluded Goods as referred to in §6.

7.5 Contact Persons

The Customer warrants that it is authorised to designate a Contact Person and to share that person’s (contact) details with Brenger for the execution of the Order. 

The Customer must inform the Contact Person that Brenger provides only the Brenger Service and is not a Courier.

Where a Contact Person makes use of the Tracking Page or contacts Brenger, additional terms of use of Brenger may apply. Brenger may require the Contact Person to accept such terms before use is permitted.

7.6 Communication and financial obligations

Communication with Brenger regarding Orders, modifications and payments takes place exclusively via the Platform, unless expressly agreed otherwise. Agreements made outside the Platform are not binding on Brenger.

The Customer must timely and fully comply with all financial obligations arising from the use of the Platform. Further rules regarding prices, payment and invoicing are set out in §9.

7.7 Consequences of non-compliance

If the Customer fails to comply with its obligations under these Terms and Conditions, Brenger is entitled to:

• refuse the placement or facilitation of Orders;
• cancel or suspend Orders;
• restrict or terminate the use of the Platform in whole or in part; and
• charge any resulting costs to the Customer.

This does not prejudice any other rights or remedies available to Brenger.

8.1 No guarantee of performance

Brenger does not guarantee that an Order placed via the Platform will be executed.

The execution of the Transport depends on acceptance and execution by a Courier and falls outside the scope of the Brenger Service.

If a Courier cancels or terminates the Transport Agreement, or fails to perform the Transport in whole or in part, Brenger is not obliged to provide a replacement Courier. Brenger may nevertheless make reasonable efforts to facilitate a replacement Courier, without being under any obligation to do so.

8.2 Suspension and termination by Brenger

Brenger is entitled to suspend or terminate the Brenger Service in respect of an Order, in whole or in part, if:

• the Order is (no longer) feasible within the Brenger Service;
• the use of the Platform or the Order does not comply with these Terms and Conditions;
• there is misuse or improper use of the Platform; or
• continuation of the Brenger Service cannot reasonably be required from Brenger.

8.3 Consequences and costs

Suspension or termination of the Brenger Service may have financial consequences, including the (partial) payment remaining due or the loss of any right to a refund.

Where the cause of such suspension or termination lies in circumstances attributable to the Customer, Brenger is entitled to charge the resulting costs to the Customer. The financial consequences of such suspension or termination are, where applicable, further set out in Article 4.4.

9.1 Price

The price displayed via the Platform for an Order is determined on the basis of the information provided by the Customer when placing the Order.

The price applicable to an Order is the price displayed at the moment the Order is placed. This price is binding, provided that the information supplied by the Customer is correct, complete and up to date and the Order remains unchanged.

Brenger is entitled to amend prices displayed via the Platform for Orders that have not yet been placed. No rights may be derived from prices previously displayed.

If an Order is modified or if it appears that the information provided by the Customer is incorrect, incomplete or misleading, this may result in an adjusted price, in accordance with these Terms and Conditions and, where applicable, the Transport Agreement.

Unless expressly stated otherwise, prices include VAT. For Business Customers, the provisions of the Business Module apply.

9.2 Payment by the Customer

The Customer must pay the price due for an Order during the placement of the Order via the Platform, as the final step of the booking process. By paying the price, the Customer places the Order.

For Business Customers, alternative payment arrangements may apply, including payment by invoice, as further set out in the Business Module.

Brenger determines the available payment methods and may amend these from time to time.

9.3 Payment facilitation by Brenger

Brenger facilitates payments between the Customer and the Courier via the Platform.

Payment by the Customer via the Platform constitutes payment to the Courier. Payment to the Courier is made by Brenger, after deduction of the fee for the Brenger Service, once the Transport has been marked as completed in accordance with the Transport Agreement.

Brenger may also facilitate payments relating to the insurance referred to in Article 5.3.

9.4 Modifications, cancellation and non-performance

Modification or cancellation of an Order or Transport, or non-performance thereof, may have financial consequences, including additional costs, partial refunds or loss of entitlement to a refund.

The financial consequences of:

• modifications and cancellations prior to acceptance of the Order are governed by Article 4.3;
• modifications and cancellations after acceptance of the Order are governed by Article 4.4 and, where applicable, the Transport Agreement;
• suspension or termination of the Brenger Service are governed by Article 8.

Brenger may facilitate the resulting payments and refunds via the Platform, but is not a party to the Transport Agreement and does not determine the costs included therein.

Refunds will be made within a reasonable period, unless expressly agreed otherwise.

9.5 Suspension in the event of non-payment

If the Customer fails to pay any amount due in full or on time, Brenger is entitled to suspend the placement or facilitation of Orders or to restrict the use of the Platform in whole or in part.

This is without prejudice to any other rights or remedies available to Brenger.

§10. Liability, damage and insurance

10.1 Principle and allocation of roles

Each party is liable solely for damage resulting from an attributable failure to perform its own obligations, in accordance with its role.

Brenger provides only the Brenger Service and is not a Courier.

The Transport is executed by the Courier on the basis of the Transport Agreement.

Brenger is not a party to the Transport Agreement and is not jointly or severally liable with the Courier.

10.2 Liability of Brenger

Brenger is liable only for damage that is the direct and demonstrable result of an attributable failure in the execution of the Brenger Service.

Use of the Platform and the Brenger Service is at the account and risk of the Customer, to the extent permitted by law.

Brenger is not liable for damage resulting from:

• the execution, non-performance or manner of execution of a Transport;
• any act or omission of a Courier;
• the conclusion, content or execution of the Transport Agreement.

Brenger is not liable for indirect or consequential damage, including but not limited to loss of profit or revenue, missed savings, reputational damage or immaterial damage.

10.3 Exclusions of liability

Without prejudice to Article 10.2, Brenger is not liable for damage, costs or losses resulting from:

• failure, withdrawal or delay in acceptance of an Order by a Courier;
• delay in the execution of a Transport, including failure to meet an Agreed Pick-up Time or Agreed Delivery Time;
• costs or expenses arising from delay, cancellation or non-performance of a Transport, including waiting time, missed appointments or arranging alternative solutions;
• costs incurred by the Customer to arrange an alternative solution if a Transport is not or not fully executed, including situations where Goods cannot be delivered to a floor or location as specified in the Order;
• incorrect, incomplete or outdated information on or via the Platform;
• information provided or exchanged via the Platform by Customers, Couriers or third parties, including inaccuracies resulting from technical or communication errors;
• temporary unavailability or malfunctioning of the Platform or parts thereof;
• use of (hyper)links to third-party websites or services;
• loss, theft or misuse of devices, accounts or login or verification credentials of the Customer;
• damage to the Customer’s equipment or software as a result of using the Platform.

10.4 Liability of the Courier

The liability of the Courier for damage arising during or in connection with the Transport, including loss, damage or delay of Goods, is governed exclusively by the Transport Agreement and the applicable transport law.

Brenger does not assess liability of the Courier and does not take decisions on damage claims.

10.5 Relationship to insurance

Where insurance applies in the context of a Transport, such insurance forms an integral part of the Transport Agreement.

The terms, scope, limitations and exclusions of this insurance are governed exclusively by the Transport Agreement.

Brenger is not an insurer, not an insurance intermediary and not a party to the insurance.

10.6 Indemnity

The Customer fully indemnifies Brenger against all claims, demands, fines, sanctions, measures and costs of third parties, including Couriers and public authorities, arising from or relating to:

• placing or executing an Order in breach of these Terms and Conditions, the Transport Agreement or applicable laws or regulations;
• offering or transporting Excluded Goods;
• incorrect, incomplete or misleading information provided by the Customer;

damage arising during or in connection with the Transport for which Brenger is not liable under these Terms and Conditions.

10.7 Force Majeure

Force Majeure means any circumstance beyond Brenger’s reasonable control that wholly or partially prevents or renders impossible the performance of its obligations under the Brenger Service and cannot be attributed to Brenger.

Force Majeure includes, but is not limited to:

• extreme or dangerous weather conditions making execution of the Brenger Service or Transport reasonably impossible;
• failures or outages of internet, communication or IT systems;
• failures of hosting providers, payment service providers or other third parties engaged by Brenger;
• power outages;
• cyber incidents, hacks or data breaches;
• government measures or changes in laws or regulations;
• strikes, work stoppages or illness;
• war, terrorism, natural disasters, epidemics or pandemics; and
• other comparable circumstances beyond Brenger’s control.

In the event of Force Majeure, Brenger may suspend or terminate the Brenger Service in whole or in part.

Brenger is not liable for damage resulting from Force Majeure. Suspension or termination due to Force Majeure does not entitle the Customer to compensation.

§11. Communication and complaints

11.1 Communication with Brenger

Communication between the Customer and Brenger takes place via the Platform or through communication channels designated by Brenger.

In connection with an Order, Brenger may communicate directly with the Contact Person designated by the Customer, including via the Tracking Page or customer support. Such communication does not constitute the conclusion or modification of agreements.

Brenger may amend the available communication channels and accessibility.

Electronic communications sent by Brenger to the contact details provided by the Customer are deemed to have been received by the Customer.

The Customer is responsible for keeping contact details up to date.

11.2 Complaints and damage relating to the Brenger Service

Complaints or damage relating to the Brenger Service, including the functioning of the Platform, communication or payments facilitated by Brenger, may be reported by the Customer via the Platform or via channels designated by Brenger.

Brenger will handle such reports within a reasonable period and respond accordingly.

No rights may be derived from the manner in which or outcome with which a report is handled.

11.3 Complaints relating to the Transport

Complaints relating to the execution of the Transport, including damage, delay, loss or acts or omissions of the Courier, are governed exclusively by the Transport Agreement between the Customer and the Courier.

The Customer must first address such complaints directly with the Courier.

If the Customer and the Courier fail to reach a solution, the Customer may report the complaint to Brenger. Brenger may, without being obliged to do so, provide a facilitating or mediating role.

Brenger is not a party to the Transport Agreement and is not authorised to determine liability or disputes arising therefrom. No rights may be derived from mediation by Brenger.

11.4 Damage and incident reports (insurance)

Where the Customer wishes to invoke coverage under the transport insurance forming part of the Transport Agreement, only the provisions of that Transport Agreement and the applicable insurance conditions apply.

A damage or incident report under the insurance must be submitted as soon as possible and no later than 48 hours after delivery via the designated claim form on the Tracking Page of the relevant Transport.

Brenger may facilitate the report, including collecting and forwarding information and supporting communication between the Customer, the Courier and the insurer.

Brenger does not assess liability, coverage or compensation and does not take decisions on claims. Substantive assessment and any payout are carried out exclusively by the insurer, in accordance with the Transport Agreement and applicable insurance conditions.

11.5 No binding dispute resolution

These Terms and Conditions do not provide for binding complaint handling or dispute resolution by Brenger.

Complaints or disputes relating to the Transport or its execution are governed exclusively by the Transport Agreement and the applicable transport law.

§12. Privacy, intellectual property and notice-and-takedown

12.1 Privacy

Brenger processes personal data in connection with use of the Platform and the Brenger Service. This is done in accordance with applicable privacy laws and Brenger’s privacy policy as published on the Platform. The privacy policy forms an integral part of these Terms and Conditions and applies in the version published at the time of use of the Platform and/or the Brenger Service.

12.2 Intellectual property

All intellectual property rights relating to the Platform, the Brenger Service and associated content, including software, texts, images, data files, branding and logos, vest in Brenger or its licensors.

The Customer may not copy, scrape, publish or otherwise exploit the Platform or any part of its content without Brenger’s prior written consent, other than for normal use of the Platform for placing, managing and tracking Orders.

Use of the Platform does not imply any transfer of intellectual property rights.

12.3 Content provided via the Platform

Where the Customer (or a third party engaged by the Customer) provides content via the Platform, the Customer warrants that it is authorised to do so and that such content does not infringe third-party rights or applicable law. The Customer indemnifies Brenger against third-party claims relating thereto.

The Customer grants Brenger a non-exclusive licence to use such content for the purpose of executing the Brenger Service.

12.4 Notice-and-takedown

Brenger does not actively monitor content placed via the Platform. Reports of potentially unlawful or inappropriate content may be submitted in accordance with Brenger’s notice-and-takedown policy published on the Platform.

Following a report, Brenger may take appropriate measures, including removing or disabling access to content.

The notice-and-takedown policy forms an integral part of these Terms and Conditions and applies in the version published at the time of the relevant report.

§13. Final provisions

13.1 Amendments to the Terms and Conditions

Brenger may amend these Terms and Conditions. Amended Terms and Conditions are published via the Platform and apply to Orders placed after the effective date.

For Orders already placed and accepted, the Terms and Conditions applicable at the time of placement continue to apply, unless mandatory law provides otherwise.

These Terms and Conditions are available via the Platform and will be provided to the Customer free of charge upon request.

13.2 Severability

Indien een bepaling uit deze algemene voorwaarden geheel of gedeeltelijk nietig is of wordt vernietigd, blijven de overige bepalingen onverminderd van kracht.

Het nietige of vernietigde deel wordt vervangen door een geldige bepaling die, voor zover mogelijk, de inhoud van de nietige of vernietigde bepaling volgt.

13.3 No Waiver

Failure by Brenger to exercise any right or remedy does not constitute a waiver of that right or remedy.

13.4 Governing Law

These Terms and Conditions, the Brenger Service and use of the Platform are governed by Dutch law.

Where the Customer is a consumer and mandatory law of the country of the Customer’s habitual residence provides otherwise, such mandatory law will prevail. This does not affect the applicability of transport law to the Transport Agreement, as governed by that agreement.

13.5 Competent court

Disputes arising from or relating to these Terms and Conditions, the Brenger Service or use of the Platform will be submitted to the competent courts in Amsterdam, unless mandatory law provides otherwise.

13.6 Language

These Terms and Conditions are drafted in the Dutch language.

Where a translation is made available, the Dutch text will prevail in the interpretation and application of these Terms and Conditions.

Business module (addendum) – Brenger Business

§B1. Guide, scope and priority

B1.1 Scope

This Business Module applies exclusively to Customers acting in the course of their profession or business (Business Customers), as defined in §2 of the General Section, who place Orders via the Business Channels made available by Brenger.

B1.2 Supplement and deviation

This Business Module contains supplements to and deviations from the General Section. In the event of any conflict, the order of precedence set out in §1.3 of the General Section applies.

For the remainder, all provisions of the General Section continue to apply in full to Business Customers.

B1.3 Partner Bookings

This Business Module does not apply to Partner Bookings.

B1.4 Definitions (additional)

In this Business Module, the following additional definitions apply:

Business Channels

The channels made available by Brenger through which Business Customers may place Orders, including (i) the Platform (website/app), (ii) DeliveryMatch and/or (iii) an API Connection.

DeliveryMatch

The (portal) environment offered by Brenger for business order entry and management, insofar as made available by Brenger.

API Connection

A technical connection made available by Brenger through which the Business Customer may place or manage Orders (automated).

Business Agreements

Agreements made in writing between Brenger and the Business Customer, as recorded in a framework agreement, order form, statement of work, addendum or written confirmation.

Credentials

Login details, tokens, keys or other authentication means for access to the Business Channels (including API credentials).

§B2. Business Channels and responsibilities

B2.1 Business Channels

Business Customers may place Orders via the Business Channels made available by Brenger.

B2.2 Access, authorisations and responsibility

The Business Customer is responsible for designating authorised persons, for the correct setup and timely withdrawal of authorisations, and for the confidential and careful management of Credentials.

All actions performed via the Business Channels are deemed to have been performed on behalf of and for the account and risk of the Business Customer.

B2.3 Integrations and own systems

Where integrations are used (including an API Connection), the Business Customer remains responsible for:

• correct and complete data submission;
• the security of its own systems; and
• monitoring and timely detection of malfunctions or incorrect synchronisation.

Brenger is not responsible for failures or errors that are caused in whole or in part by systems, integrations or software of the Business Customer or third parties engaged by it.

B2.4 Restriction or termination of access

Brenger is entitled to amend, restrict or terminate access to Business Channels and related business functionalities, including portal, API and invoicing functionalities, in whole or in part, in the event of misuse, security risks or material breaches by the Business Customer.

Such measures do not prejudice Brenger’s other rights or remedies under these Terms and Conditions or applicable law and do not affect Transport Agreements already concluded between the Business Customer and Couriers.

§B3. Operational conditions for Business Orders

B3.1 Basis: Service Limits and Excluded Goods

Without prejudice to §6 of the General Section, the Service Limits and the list of Excluded Goods referred to therein apply equally to Business Orders.

B3.2 Preparation and packaging of Goods for Transport

The Business Customer is responsible for ensuring that the Goods are properly prepared, packaged and offered for Transport prior to commencement of the Transport, in accordance with the Preparation Instructions for Business Orders as published by Brenger via the Platform.

The Preparation Instructions:

• form part of the Transport Agreement between the Business Customer and the Courier; and
• apply in the version in force at the time the Goods are offered for execution of the Transport.

If the Goods are not prepared or packaged in accordance with the Preparation Instructions, no entitlement to coverage under the transport insurance may be derived, all as further governed by the Transport Agreement and the applicable insurance conditions.

Where insufficient preparation or packaging results in an objectively unacceptable risk to:

• the safety of persons;
• other Goods; or
• the means of transport,

Brenger is entitled to suspend or terminate the Brenger Service in respect of the relevant Order, in whole or in part.

Such suspension or termination does not affect the rights and obligations of the Business Customer and the Courier under the Transport Agreement. Any consequences and costs resulting from insufficient preparation or packaging by the Business Customer shall be borne by the Business Customer, in accordance with the General Section and the Transport Agreement.

B3.3 Opening hours and transport days for Business Customers

Brenger may facilitate specific opening hours and/or transport days for Business Customers, in addition to the standard booking windows available via the Business Channels, determining on which days and within which time windows Business Orders may be placed.

Such opening hours and transport days are set by or on behalf of the Business Customer via the Platform.

Brenger is entitled to amend, restrict or deactivate opening hours and transport days where necessary in connection with operation of the Platform, operational circumstances or changed conditions.

Opening hours and transport days relate solely to the ability to place Orders and do not constitute a guarantee of acceptance or execution.

B3.4 Additional conditions for Business Orders

Brenger may apply additional operational and/or technical conditions to Business Channels.

Such conditions are published via the Platform or recorded in Business Agreements and apply insofar as they do not conflict with the Transport Agreement or mandatory law.

§B4. Prices and payments

B4.1 Prices and VAT

All prices, rates and fees communicated by Brenger to Business Customers are exclusive of VAT, unless expressly stated otherwise.

Unless explicitly provided otherwise in this Business Module or in Business Agreements, the provisions of §9 of the General Section, including prices displayed via the Platform, apply in full.

B4.2 Volume discounts for Business Customers

Brenger may apply a volume discount for Business Customers based on the number of Orders completed in a calendar month.

The volume discount:

• is calculated at the beginning of each calendar month for the preceding calendar month;
• applies exclusively to Orders that are marked as completed and delivered in that month; and
• is settled by means of a credit invoice.

The volume discount is applied in accordance with the following scale, based on the total number of delivered Orders in the relevant month:

The volume discount is calculated over the total amount of Orders invoiced and paid in the relevant calendar month, exclusive of VAT.

The credit invoice is applied to the next invoice or invoices of the Business Customer.

If and insofar as the total amount of the next invoice or invoices within a calendar month is lower than the applicable volume discount, the part of the volume discount that cannot be applied in that month will lapse. No entitlement exists to payment, carry-forward to subsequent months or any other form of compensation in respect of the lapsed part of the volume discount.

Brenger is entitled to amend the volume discount, the discount scale and/or the calculation method for future calendar months, provided the Business Customer is informed thereof in advance in writing, including by email or electronic notification via the Platform.

Such amendments do not affect discounts accrued for completed calendar months.

B4.3 Payment and invoicing

For Business Customers, payment by invoice via direct debit applies as standard and without exception, with a payment term of fourteen (14) days from the invoice date.

Deviation from this standard is permitted only where Brenger and the Business Customer have expressly agreed otherwise in advance in writing by way of Business Agreements.

No alternative payment arrangements may be derived from usage, previous payments, reminders or any other conduct of Brenger.

Invoices and digital payment or transaction overviews are provided electronically or made available via the Platform or by electronic means to the contact details supplied by the Business Customer. Failure to receive such documents does not release the Business Customer from its payment obligations.

B4.4 Default, interest and collection costs

If the Business Customer fails to pay any amount due in full and on time, it is automatically in default without further notice of default being required.

From the date of default, statutory commercial interest as referred to in section 6:119a of the Dutch Civil Code is payable on the outstanding amount, unless a higher interest rate has been agreed in writing.

In addition, all reasonable extrajudicial collection costs incurred by Brenger are payable by the Business Customer, calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs, without prejudice to Brenger’s right to recover further costs pursuant to section 6:96 of the Dutch Civil Code.

B4.5 Non-payment and measures

In the event of non-payment, Brenger is entitled — without further notice and without prejudice to its other rights — to:

• suspend the processing of new Orders;
• block access to Business Channels in whole or in part; and/or
• require additional security, advance payment or payment by direct debit,

until all outstanding amounts have been paid in full. These measures do not affect the Business Customer’s payment obligations.

B4.6 Structural late payment

Where the Business Customer repeatedly or structurally fails to meet its payment obligations on time, Brenger is entitled to:

• terminate payment by invoice;
• require payment exclusively by direct debit or advance payment; and/or
• restrict, block or terminate the Business account in whole or in part.

If payment remains outstanding after at least three (3) payment reminders, Brenger is entitled to transfer the claim for collection to an external collection agency or other third party engaged in debt recovery, without prejudice to any other rights available to Brenger under these Terms and Conditions or applicable law.

All costs relating to extrajudicial and judicial collection shall be borne by the Business Customer, in accordance with §B4.4 and applicable law.

B4.7 Insolvency and cessation of business

Brenger is entitled to suspend its services in whole or in part if:

• the Business Customer is declared bankrupt or an application for bankruptcy is filed;
• the Business Customer is granted a suspension of payments; or
• the Business Customer ceases its business activities.

This does not prejudice any other rights of Brenger under these Terms and Conditions or applicable law.

B4.8 Allocation of payments

Payments made by the Business Customer are first applied to costs, then to accrued interest and finally to the principal amount and ongoing interest.

§B5. Business contact points

Brenger may designate specific business contact channels or contact persons for Business Customers (for example for operational, technical or financial matters).

Such contact points are communicated via the Platform or in writing.

Where such contact points are designated, communication on the relevant matters takes place via those contact points, without prejudice to §11 of the General Section.