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Shipbird Terms & Conditions

Last updated: 21 September 2026

These terms apply to all offers, quotations and services of Fuan Tech B.V. (trading as Shipbird) and form an integral part of every Agreement between you and Fuan Tech B.V. Shipbird is for business use (B2B) only. Consumers may not open an account. By creating an Account, signing in or using Shipbird, you accept these Terms.

Questions? Contact us using the details below or via [email protected].

Statutory name: Fuan Tech B.V.
Chamber of Commerce (KvK): 69872198
Registered and office address: Winkelveldstraat 14, 5916 NX Venlo, The Netherlands
Website: https://shipbird.eu
Telephone: +31 (0)77 777 7788
Support: [email protected]
Privacy: [email protected]

If the Dutch and English texts conflict, the Dutch version prevails.

1. Definitions

Capitalised terms in the Agreement have the meanings given below.

Carrier (Aanbieder): the carrier (including PostNL, DHL, DPD, GLS or another carrier connected by Shipbird) with whom Shipbird has its own (framework) contracts for shipping capacity and Shipping Labels.

Offer: any offer (regardless of form) by Shipbird for the supply of services, including a quotation or a general offer made online and capable of acceptance there.

Account: a combination of username and password for the personal account of the Customer or its End User through which access to the Platform is obtained. Where the Platform refers to a wallet, that is the credits balance.

Customer (Afnemer): the natural person or legal entity (acting in the course of a profession or business) with whom Shipbird has concluded an Agreement.

Terms: these terms and conditions.

Credits: prepaid credit (wallet) for the purchase of Shipping Labels and related services via the Platform.

End User: the natural person authorised by the Customer to use the Platform.

Shipbird: Fuan Tech B.V., established at Winkelveldstraat 14, 5916 NX Venlo, registered with the Dutch Chamber of Commerce under number 69872198.

Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyright, database rights, domain names, trade names, trade marks, design rights, neighbouring rights, patents and know-how.

Office Hours: hours on a Business Day between 08:00 and 17:00 (Netherlands time).

Licence: a limited right for the Customer to use the Platform.

Shipping Label: a shipping label and the related shipping service that the Customer buys from Shipbird via the Platform. Shipbird sells that service as reseller under its own contracts with Carriers.

Agreement: the agreement formed after the Customer accepts an Offer, of which these Terms form an inseparable part, and under which Shipbird will provide services to the Customer — including the purchase of a Shipping Label.

Party: a party to the Agreement.

Platform: the platform available online at shipbird.eu and accessible by signing in to an Account.

In Writing: on paper as well as in electronic form (for example via the Platform or email) provided the sender’s identity and the integrity of the message are sufficiently established. Where “In Writing” is used in the context of notice of default and termination of the Agreement, it means on paper only as regards the Customer.

Usage Charges (Verbruikskosten): the fees payable for Shipping Labels the Customer has purchased via the Platform (for example via credits, wallet, or invoice).

Confidential Information: all non-public information relating to one or both Parties that a Party indicates is confidential, or that by its nature or the circumstances of disclosure should be treated as confidential, or that is marked confidential.

Resale: the model under which Shipbird buys shipping capacity and Shipping Labels from Carriers under its own contracts and resells them, with a markup, to the Customer.

Business Day: Monday to Friday, excluding public holidays recognised under the Dutch General Terms Act (Algemene termijnenwet) and days on which Shipbird has indicated in advance — including via its website or email — that it is closed.

2. Applicability, ranking and Shipbird’s role

2.1 These Terms apply to every Offer by Shipbird and to the performance of (future) Agreements.

2.2 Any purchasing or other terms of the Customer are expressly excluded. Such terms apply only if Shipbird has accepted them by signature.

2.3 In case of conflict between the applicable documents, provisions and definitions in the various parts of the Agreement, the following ranking applies, the earlier document prevailing over the later:

  1. Offer
  2. any schedules to the Agreement (including Schedule A — Data Processing Agreement)
  3. these Terms
  4. any purchasing or other terms of the Customer that Shipbird has signed

2.4 Role — reseller. Shipbird holds the (framework) contracts with Carriers (carriers such as PostNL, DHL, DPD, GLS and any other carriers). Shipbird acts as reseller / intermediary of shipping capacity and Shipping Labels: it buys them under its own contracts with Carriers and resells them, with a markup, to the Customer via the Platform. Shipbird is therefore the Customer’s contracting party for the label and shipping service purchased via the Platform. The Customer does not conclude a separate contract of carriage with the Carrier by clicking a buy button or creating a label.

2.5 The physical carriage of the parcel remains subject to the chosen Carrier’s terms of carriage, to the extent the Carrier declares them applicable, including — where relevant —:

  • the Dutch General Conditions of Carriage 2002 (AVC), latest version, for national road carriage of goods;
  • the CMR Convention (for the Netherlands also Articles 8:40–8:52 of the Dutch Civil Code) for international road and combined carriage;
  • for air carriage: the Warsaw Convention of 12 October 1929, the Hague Protocol of 28 September 1955, and the Montreal Convention 1999;
  • for customs work: the Dutch Forwarding Conditions, FENEX general conditions (latest version);
  • for logistics activities: the TLN Physical Distribution conditions (latest version);
  • the General Conditions for Courier Services (AVK), latest version;
  • other current terms of the chosen Carrier (for example PostNL, DHL, DPD or GLS).

2.6 Those carriage terms govern among other things liability limits, time limits, claims, prohibited goods and extra cover. They do not displace the contractual relationship between Customer and Shipbird: the Customer buys the service from Shipbird; carriage is performed by the Carrier under the Carrier’s terms, as further set out in Articles 17 and 18.

2.7 If a provision is invalid or unenforceable, the remaining terms stay in force. Shipbird replaces the provision with a valid one that comes as close as possible to the original intent.

3. Formation of the Agreement

3.1 Every Offer made as a Shipbird quotation is entirely without obligation and valid for thirty (30) days from its date, unless the quotation states another period. If there is no date, that period starts on the day Shipbird sent the quotation to the Customer.

3.2 The Agreement is formed by the Customer’s acceptance of an Offer.

3.3 An Agreement is also formed by creating an Account on the Shipbird Platform. After registration the Account stays pending approval until Shipbird activates it. Until then no quotes or Shipping Labels can be created. Shipbird may refuse or later withdraw an application, for example if data is incomplete, credit risk is unacceptable, abuse is suspected, or use would breach law or carrier rules.

3.4 Purchase of a Shipping Label. By buying a Shipping Label via the Platform (including confirming a buy or booking action, paying via Stripe, having credits/wallet debited, or — in invoice mode — the booking being accepted) an Agreement is formed between the Customer and Shipbird for that label and shipping service. No separate agreement is thereby formed between the Customer and the Carrier.

3.5 A quote on the Platform is an indicative price based on the data entered by the Customer, Shipbird’s tariffs and any known surcharges at that moment. Quotes are non-binding and do not guarantee that the Carrier will accept the shipment. A quote may expire, change if the input changes, or be withdrawn in case of error, outage or a change in carrier terms.

3.6 Shipbird is bound by an acceptance that deviates from an Offer, even on subordinate points, only if Shipbird expressly accepts the deviant acceptance In Writing. The foregoing does not affect Article 2.2.

3.7 All prices in every Offer are subject to programming and typographical errors. If a price in an Offer is based on data supplied by the Customer and that data proves incorrect, Shipbird may adjust the prices even after the Agreement has been formed — without prejudice to Article 7 (surcharges and after-the-fact adjustment).

3.8 Articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply.

4. Performance of the Agreement

4.1 After the Agreement is formed, Shipbird will use reasonable efforts to start performance as soon as possible and will observe the care of a prudent contractor. Time limits communicated by Shipbird or agreed between the Parties are indicative and never fatal deadlines. Carrier transit times are likewise indicative.

4.2 The Customer will give Shipbird all support that is necessary and desirable for proper performance. In any event the Customer will provide all information that Shipbird indicates is necessary, or that the Customer should reasonably understand is necessary. Shipbird has the right, but not the duty, to check that information for accuracy and completeness.

4.3 If the Customer does not provide that cooperation, or if information provided by the Customer proves incorrect or incomplete, Shipbird may suspend the Agreement until the Customer has given the requested cooperation or information. Any periodic fees remain due during that period.

4.4 Shipbird may engage third parties (including Carriers) in performing the Agreement. Related costs are for the Customer only if the Parties have agreed that, except for the pass-through in Article 7.

4.5 The Customer is responsible for packaging suitable for the chosen service, for customs and export formalities on international shipments (HS codes, value, documents, licences, Incoterms) and for compliance with law and the chosen Carrier’s terms.

4.6 After a successful booking the Customer may download the Shipping Label (PDF or another offered format) and view tracking as far as the Carrier provides it. The Customer prints the label legibly, affixes it to the correct parcels and tenders the shipment as the Carrier instructs. Tracking is a display of Carrier data; Shipbird does not warrant that it is complete, real-time or error-free.

5. Access, Licence and use of the Platform

5.1 To access the Platform the Customer needs a Licence. A Licence gives the Customer the non-exclusive right to use the Platform as an online service (software-as-a-service) for the term of the Licence and only for the use contemplated by the Agreement.

5.2 The Licence may be used only for the Customer’s own purposes within its own organisation. Licences may not — and from a property-law perspective cannot — be transferred to third parties, except with Shipbird’s express written consent.

5.3 Unless otherwise agreed In Writing:

  • a Licence starts on the day Shipbird grants the Customer access to the Platform (for example by supplying Account credentials and/or stating that the Customer may create an Account);
  • a Licence has a minimum term of one (1) month;
  • after the agreed term the Licence renews automatically and tacitly for successive like periods;
  • a Licence may be terminated In Writing by either Party towards the end of the then-current period, subject to two (2) months’ notice (thereby preventing tacit renewal).

5.4 The Agreement and Licences granted under it cannot be terminated early by the Customer except with Shipbird’s written consent. Article 7:408(1) of the Dutch Civil Code does not apply to the Agreement.

5.5 After the Licence ends, Shipbird will terminate access to the Platform and may delete all Customer-related data on the Platform, subject to contrary arrangements, statutory retention duties and the privacy policy.

5.6 For each Licence Shipbird will supply login details for an (administrator) Account, or allow the Customer to create an Account. If agreed, the Customer may create sub-Accounts for other End Users with that Account. The same conditions apply to sub-Accounts as to ordinary Accounts.

5.7 An Account is strictly personal and may not be shared with third parties. Credentials must be kept secret at all times. The Customer must use a sufficiently strong password for each Account and must promptly change any default password supplied by Shipbird. The Customer keeps the profile current (including invoice address, VAT ID and contacts). Shipbird may block labels if the profile is incomplete.

5.8 Shipbird is not responsible for misuse of Accounts and may assume that the person signing in is an End User authorised by the Customer. Shipbird may rely on all acts performed from an Account being carried out under the Customer’s direction, supervision and approval.

5.9 Unless otherwise agreed, the Customer is responsible for end-user management, granting or withdrawing rights and creating or deleting Accounts — to the extent those features are included under the Agreement.

5.10 If Account credentials are (or are suspected to have been) lost or leaked, the Customer will immediately take all measures reasonably necessary, desirable and possible to prevent misuse, and will notify Shipbird at once via [email protected].

6. Credits, wallet and purchase of Shipping Labels

6.1 To buy Shipping Labels the Customer must purchase credits from Shipbird, unless another payment method enabled by Shipbird applies. Credits are credited to the Account (wallet).

6.2 Depending on what Shipbird enables for the Account, the Customer may pay by:

  • credits / wallet — the Customer tops up in advance; the amount is debited at booking;
  • pay-per-label — the Customer pays the sell price via Stripe before the Shipping Label is created;
  • invoice — Shipbird invoices periodically; amounts are due as stated on the invoice.

6.3 Stripe payments are subject to Stripe’s terms. Shipbird does not store full card or bank account numbers.

6.4 Credits must be paid in advance unless otherwise agreed In Writing. Credits are not refundable, including on termination of the Account, except as required by mandatory law or with Shipbird’s written consent. Wallet balance is not a deposit-guarantee scheme and bears no interest.

6.5 Credits are valid for a maximum of one (1) year after purchase, unless the Platform shows a shorter period.

6.6 If a call to a Carrier fails after a successful card charge, Shipbird aims to refund the payment or credit the wallet. That is not an admission of liability for consequential loss.

6.7 Labels, tracking numbers and API output may only be used for the Customer’s own Shipbird shipments. Reselling labels or using them for third parties without Shipbird’s written consent is not allowed.

7. Shipment data; surcharges and after-the-fact adjustment

7.1 The Customer is responsible for the accuracy and completeness of weight, dimensions, parcel count, contents description, sender and recipient address, contact details, references and other shipment data.

7.2 Incorrect or incomplete data may lead to refusal, delay, seizure, extra handling or extra cost. Those consequences are for the Customer.

7.3 Hard pass-through. Corrections, fines, additional charges, reclassifications and surcharges that a Carrier (or a third party engaged by the Carrier) charges to Shipbird — including for incorrect weight or dimensions, private address, island, fuel, non-collection, return, waiting time, wrong address or similar items — are passed through in full to the Customer, plus any VAT due thereon, and without discounting Shipbird’s markup, unless Shipbird states otherwise In Writing.

7.4 Shipbird may set off those amounts against credits / wallet balance or invoice them additionally. The Customer owes those amounts as soon as the Carrier has charged them to Shipbird, even if the original booking has already been paid.

7.5 Displayed rates may include known surcharges. Later adjustment by the Carrier may lead to an extra debit or (if the Carrier credits) a credit.

7.6 Shipbird may correct obvious pricing errors (for example a clearly wrong zero rate). If the Customer has already paid, Shipbird settles or refunds the difference.

8. Unacceptable shipments

8.1 The Customer may not instruct carriage of unacceptable shipments. The following are in any event unacceptable — in addition to anything excluded by the chosen Carrier or by law —:

  • firearms including ammunition, explosives and devices with an explosive charge or firing mechanism;
  • illegal goods such as counterfeit goods and narcotics/drugs;
  • live animals;
  • antiques, breakable and/or fragile works of art, unless the Carrier expressly allows them;
  • human or animal remains such as organs or body parts, embryos, cremated or exhumed remains;
  • uncoined precious metals (uncoined gold, silver and/or other valuable precious metals);
  • loose precious and semi-precious stones;
  • cash: legal tender such as coins and/or banknotes;
  • cheques and credit cards: traveller’s cheques, blank or activated credit/debit cards;
  • activated SIM cards;
  • unauthorised dangerous goods or other shipments excluded by the Carrier or by law, unless the Carrier expressly allows them In Writing and the Customer supplies all required documents.

8.2 The Customer must itself check whether a shipment needs extra cover or insurance. Shipbird is not an insurer.

9. Acceptable use

9.1 The Customer may not use the services supplied under the Agreement, in particular the Platform, in breach of applicable law or the Agreement.

9.2 The Customer may not offer or distribute via the Platform materials that are unlawful, infringe third-party rights such as Intellectual Property Rights, or are defamatory, insulting, discriminatory or hate-inciting, or that violate third-party privacy, including in any event distributing third-party personal data without consent or necessity.

9.3 The Customer will refrain from hindering other Shipbird customers, other Platform users or other internet users, or from damaging systems or networks of Shipbird (or its suppliers). If the Customer’s acts, in Shipbird’s opinion, cause hindrance, damage or other danger — in particular through excessive data transmission, (distributed) denial-of-service attacks, poorly secured systems or viruses, Trojans or similar software — Shipbird may take all measures it reasonably considers necessary.

9.4 If a third party notifies Shipbird that materials or other information stored or distributed via the systems forming part of the services by or for the Customer infringe that third party’s rights, Shipbird will inform the Customer. The Customer must then as soon as possible, and at the latest within forty-eight (48) hours, give a reasoned written response, after which Shipbird independently decides which measures to take. In urgent cases Shipbird may intervene immediately without prior notice; Shipbird will then use reasonable efforts to inform the Customer afterwards as soon as possible.

9.5 The Platform or API may not be used for unlawful, fraudulent or misleading activity; bypassing approval, payment, limits or security; overloading, scraping, automated attacks or sharing access keys; creating labels for prohibited goods or for third parties as if Shipbird were a white-label without an agreement; or sending malware. Shipbird may limit, throttle or revoke API access in case of abuse, outage or a reasonable suspicion of breach.

10. Advice

10.1 If instructed, Shipbird may prepare advice, a plan of approach, design, report, planning and/or records. The contents are non-binding and advisory only, but Shipbird will observe its duties of care. The Customer decides on its own responsibility whether to follow the advice.

10.2 The Customer must, at Shipbird’s first request, assess proposals provided by Shipbird. If Shipbird is delayed because the Customer does not assess a proposal in time, the Customer is responsible for the resulting consequences.

10.3 The result depends on external factors, such as the quality, accuracy and timely supply of the Customer’s data. The Customer warrants the quality and the timely and correct supply of that data.

10.4 Before work starts, the Customer will notify In Writing all circumstances that are or may be relevant.

11. Maintenance

11.1 Shipbird may temporarily take the Platform out of service for maintenance. Shipbird will use reasonable efforts to do so outside Office Hours where possible and to notify the Customer of planned downtime in good time.

11.2 If Shipbird considers that taking the Platform out of service — whether or not during Office Hours — is necessary for its safe operation, it may do so immediately without prior notice.

11.3 Shipbird is never liable to the Customer for damages because of downtime as referred to in this article.

11.4 Shipbird may adapt the Platform from time to time, including to improve functionality, fix errors, or stop offering aspects. If that leads to a substantial reduction in functionality, Shipbird will notify the Customer In Writing or via the Platform before implementation. Because the Platform is supplied to multiple customers, a particular change cannot be omitted for the Customer alone. If a change causes loss of functionality that is essential for the Customer, the Customer may terminate the Agreement In Writing as of the moment the change takes effect, provided the Customer has first notified Shipbird In Writing of its intention to use that termination right.

12. Availability of the Platform

12.1 Shipbird will use reasonable efforts to achieve uninterrupted availability (7 days a week, 24 hours a day) of the Platform.

12.2 Shipbird aims for a minimum uptime of 99.5%.

12.3 If the Platform is unavailable because of incidents, maintenance or other causes, Shipbird will use reasonable efforts to inform the Customer of the nature and expected duration of the interruption.

12.4 The Platform is provided “as is”. Shipbird does not warrant uninterrupted or error-free service. Maintenance, Carrier, Stripe, hosting or internet outages may interrupt the service.

13. Support

13.1 Only if agreed is Shipbird obliged to provide the Customer and its End Users with remote helpdesk support for use of the Platform. Support is given through the channels Shipbird uses from time to time. Shipbird will use reasonable efforts to handle requests adequately and within a reasonable time.

13.2 Shipbird may set reasonable limits on support and may further determine or change availability and response times.

13.3 Questions about these Terms or about bookings: [email protected].

14. Fees

14.1 Unless expressly stated otherwise, all prices quoted by Shipbird are in euro and exclusive of VAT and other government levies. Prices in the interface are shown excluding or including VAT as stated next to the amount. If nothing is stated, amounts are exclusive of VAT.

14.2 Shipbird may change its rates:

  • once a year by indexation in line with the most applicable CBS services price index (DPI), provided Shipbird notifies the Customer In Writing at least one (1) month before the change takes effect;
  • in the interim if the rates of its suppliers (including Carriers, power, data centre, software and (public) cloud solutions) reasonably give cause, provided Shipbird notifies the Customer In Writing at least one (1) month before the change takes effect;
  • in the interim, including at any Licence renewal, regardless of the reason, provided Shipbird notifies the Customer In Writing at least two (2) months before the change takes effect.

15. Invoicing, payment and VAT

15.1 The fee for Licences (where applicable) is charged around and before the Licence start date, and before each renewal, unless otherwise agreed.

15.2 The invoice for Usage Charges/credits is sent monthly in arrears, unless credits were prepaid or pay-per-label via Stripe was used.

15.3 Credits must be paid in advance unless otherwise agreed In Writing.

15.4 Shipbird will send an invoice for all amounts due and may invoice electronically.

15.5 All Shipbird invoices are payable within fourteen (14) days from the invoice date, unless otherwise agreed In Writing.

15.6 If the Customer objects to the amount of an invoice, that does not suspend the payment obligation, but the Parties will consult to seek an amicable solution.

15.7 If payment is lacking, the Customer is in default by operation of law from the due date, without prior notice of default. Shipbird may then charge the Customer the full amount due plus statutory commercial interest under Dutch Civil Code article 6:119a, from the due date.

15.8 If payment still fails after a written reminder that gives the Customer a reasonable payment period of fourteen (14) days, the Customer owes reasonable extrajudicial collection costs. Those costs are limited to the reasonable costs actually incurred, capped at the scale in the Dutch Extrajudicial Collection Costs Decree (Wet Incassokosten / WIK), even though the Agreement is B2B. Court costs are for the Customer only to the extent awarded by the court.

15.9 Shipbird may suspend the Agreement if (i) the Customer does not pay an invoice within the due period, or payment still fails after a (voluntary) reminder, or (ii) a deterioration in the Customer’s solvency reasonably calls the Customer’s ability to pay into question. During suspension the Customer remains liable for any (periodic) amounts due.

15.10 The Customer may not suspend, set off or deduct any payment obligation against any claim on Shipbird for any reason, except for undisputed claims or claims established by a court.

15.11 VAT and resale. Shipbird sells Shipping Labels and shipping services as reseller and invoices the Customer as supplier of the purchased service, not as a mere intermediary passing on a Carrier invoice. Prices apply as shown in the interface (excluding or including VAT, as labeled).

15.12 Special VAT rules may apply to (cross-border) carriage. The Customer remains responsible for its own VAT position and for providing a valid VAT identification number if it relies on one.

16. Intellectual Property Rights

16.1 All Intellectual Property Rights in the services supplied, including the Platform, documentation and other materials, vest solely in Shipbird or its licensors. The Customer obtains only a limited, non-transferable right of use for the agreed term, subject to the powers and other restrictions in the Agreement.

16.2 The Customer may not copy, decompile, scrape, reverse-engineer the service or build a derivative product, except to the extent mandatory law allows it.

16.3 All data that the Customer adds to the Platform during use, or has Shipbird add, remains the property of the Customer or its licensors. Shipbird will not claim ownership of that data. The Customer grants Shipbird a limited right to use that data as reasonably needed to perform the Agreement, and a right of use for an indefinite term to use the data to improve services Shipbird supplies or will supply, in each case subject to the privacy policy and Schedule A.

17. Liability

17.1 Shipbird’s liability for an attributable failure to perform its obligations under the Agreement, in tort and/or on any other ground — other than loss, theft or damage to a shipment as referred to in section 17.6 — is limited per event (a related series of events counting as one event) to the amount the Customer owes for a period of three (3) months preceding the damaging event (exclusive of VAT). In no event will Shipbird’s total liability for loss under section 17.1, on any ground, in a calendar year exceed the agreed fixed fee for that calendar year.

17.2 The limitation in section 17.1 also applies expressly to warranties given by Shipbird in the Agreement or otherwise.

17.3 Any limitation of liability in the Agreement lapses if and to the extent the loss results from intent or wilful recklessness of Shipbird’s management, or where the law forbids exclusion.

17.4 Liability for an attributable failure arises only if the Customer promptly and properly puts Shipbird In Writing in default, granting a reasonable period to remedy, and Shipbird remains in attributable breach after that period. The notice of default must describe the breach in as much detail as possible. Any claim for damages by the Customer lapses solely by the expiry of six (6) months after the claim arose, unless mandatory law requires a longer period.

17.5 The contents of any Shipbird advice or of the Platform are non-binding and advisory only. All consequences of following advice are for the Customer’s account and risk.

17.6 Shipments — loss, theft or damage. Shipbird is not the physical carrier and is not an insurer, but it does sell the label and shipping service. For loss, theft or damage to a shipment, compensation is as high as the applicable Carrier terms allow (AVC, CMR, the applicable convention or that Carrier’s other terms of carriage). Shipbird’s liability — to the extent mandatory law allows — is limited to that amount, and in any event not higher than the indemnity Shipbird actually receives from the relevant Carrier under those terms. The limitations in section 17.1 (three months / agreed fixed annual fee) do not operate as a lower ceiling for this shipment loss and do not undercut the carrier-standard indemnity. Shipbird is not obliged to pay out more than it receives from the Carrier.

17.7 Consequential loss (including lost profit, lost revenue, data loss, reputational harm, third-party fines, extra purchasing, production loss and loss from mere delay or non-delivery) is, to the extent mandatory law allows, excluded — including where it relates to carriage.

17.8 The limits also apply to Shipbird’s directors, employees and auxiliaries.

18. Claims for loss or damage

18.1 In case of (suspected) loss, theft, damage or non-delivery the Customer must notify this as soon as possible, observing the Carrier’s time limits (AVC, CMR or other carrier terms), via [email protected], with the evidence Shipbird or the Carrier requests (including proof of purchase, photos, weight, packaging and correspondence).

18.2 Shipbird will use best efforts (an obligation to use reasonable endeavours / inspanningsverplichting, not an obligation of result) to file a claim with the Carrier on the Customer’s behalf, provided the Customer cooperates in time, fully and accurately. Shipbird does not guarantee acceptance, timing or amount.

18.3 Payout to the Customer takes place only after the Carrier has approved the claim and has actually paid the relevant amount to Shipbird. Shipbird does not pay earlier or more than it receives from the Carrier, less any outstanding claims on the Customer.

18.4 Shipbird is not liable if the Carrier rejects the claim (in whole or in part), applies coverage exclusions, time limits have expired, evidence is lacking, or the Carrier does not pay for another reason.

18.5 Extra cover or insurance is for the Customer’s account and risk unless expressly otherwise agreed In Writing.

19. Indemnity and accuracy of information

19.1 The Customer is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in any form, that it supplies to Shipbird, and for data obtained from third parties and supplied to Shipbird.

19.2 The Customer indemnifies Shipbird against any liability arising from failure to supply, or late supply of, all correct, reliable and complete data.

19.3 The Customer indemnifies Shipbird against all claims of the Customer and of third parties engaged by or working under the Customer, and of the Customer’s clients, based on not (timely) obtaining subsidies and/or permits.

19.4 The Customer indemnifies Shipbird against all third-party claims (including recipients, customs and Carriers) arising from work performed for the Customer, including intellectual property rights in data supplied by the Customer and the Customer’s acts or omissions towards third parties, to the extent permitted by law.

19.5 If the Customer supplies electronic files, software or data carriers to Shipbird, the Customer warrants that they are free of viruses and defects.

20. Force majeure

20.1 Neither Party can be required to perform any obligation if a circumstance beyond the Parties’ control (force majeure) that could not or should not already have been foreseen when the Agreement was concluded destroys every reasonable possibility of performance. Force majeure includes (but is not limited to):

  • outages of public infrastructure normally available to Shipbird, on which supply of the services (such as the Platform) depends, but over which Shipbird has no actual control;
  • outages caused by malicious software, network attacks such as (D)DoS attacks or attempts to bypass network or system security;
  • failures of Shipbird’s suppliers (including Carriers, Stripe or hosting) that Shipbird could not foresee and for which Shipbird cannot hold that supplier liable;
  • civil unrest, mobilisation, pandemics, war, terror, strikes, fire and floods;
  • defects in goods, equipment or other material whose use the Customer prescribed;
  • prolonged unavailability of Shipbird employees or third parties it engages because of illness;
  • a Carrier withdrawing a permit or contract.

20.2 If a force majeure situation has lasted more than ninety (90) days, either Party may dissolve the Agreement, without any obligation to pay damages or unwind performances. Shipping Labels already performed and amounts already due remain payable.

21. Promotion

21.1 During the term and after the Agreement ends, Shipbird may for promotional purposes describe in materials and channels it uses (such as its website) the customer case regarding the services Shipbird supplied to the Customer, and may for illustration use the Customer’s trade name and word and figurative marks. If the Customer objects to the way Shipbird has used that right, the Customer may notify this In Writing. Shipbird will reasonably consider the objection and adapt where desirable.

22. Changes to the Agreement

22.1 If the Customer wishes to change the Agreement, the Customer may submit a request to Shipbird. Such changes apply only if Shipbird has expressly accepted them In Writing.

22.2 Shipbird may change or supplement these Terms, including for existing Agreements. The date at the top will then be updated. The current version is at https://shipbird.eu/terms (English: https://shipbird.eu/en/terms).

22.3 Changes of minor importance, changes required by law and changes in the Customer’s favour may be implemented at any time with immediate effect and need not be notified to the Customer.

22.4 For material changes Shipbird will notify the Customer where reasonable via the website or email. If the Customer keeps using the service after the effective date, the Customer accepts the new version. If the Customer does not agree, the Customer must stop using the service and close the Account.

23. Term and end of the Agreement

23.1 Unless the Agreement provides otherwise:

  • the term of the Licence(s) is set out in the Agreement;
  • the Customer may not terminate the Agreement early unless the Agreement expressly so provides;
  • Article 7:408(1) of the Dutch Civil Code does not apply to the Agreement;
  • termination by the Customer never extinguishes the obligation to pay (Licence) fees or Usage Charges already due, nor creates an obligation to repay (Licence) fees or Usage Charges already paid;
  • if the Customer owes Shipbird no fee under the Agreement, Shipbird may end the Agreement at any time with immediate effect without prior notice.

23.2 The Customer may close the Account via [email protected], subject to this article. Open shipments, payments, surcharges and statutory retention duties remain in force.

23.3 Shipbird may suspend, dissolve or terminate the Agreement at any time without notice of default if (i) the Customer is declared bankrupt or has applied for its own bankruptcy, (ii) the Customer is granted a suspension of payments, (iii) the Customer’s business is or is being dissolved or liquidated, (iv) attachment is levied on (part of) the Customer’s assets, (v) there is a material breach (including non-payment), abuse, fraud or unacceptable credit or compliance risk, (vi) a Carrier, payment provider or competent authority blocks the service, or (vii) there is prolonged inactivity.

23.4 If at the moment of dissolution the Parties have already performed or received performances under the Agreement, those performances and related payment obligations will not be unwound. Articles 6:271 et seq. of the Dutch Civil Code do not apply to the Agreement.

23.5 Clauses that by nature should survive (including liability, claims, indemnity, intellectual property, VAT pass-through and governing law) remain in force.

24. Complaints

24.1 If the Customer is not satisfied with Shipbird’s service or otherwise has complaints about performance, the Customer must report those complaints as soon as possible, and at the latest within 7 calendar days after the relevant cause. Complaints may be reported orally or in writing with the subject “Complaint”, preferably via [email protected].

24.2 The Customer must sufficiently substantiate and/or explain the complaint.

24.3 Shipbird will respond substantively as soon as possible, and at the latest within 7 calendar days of receipt.

24.4 The Parties will try to reach a solution together.

24.5 This article is without prejudice to the specific time limits and procedure in Article 18 (claims with the Carrier).

25. Privacy

25.1 Shipbird processes personal data as described in the privacy policy. For processing in which Shipbird acts as processor for the Customer (typically: addressee and shipment data the Customer enters), Schedule A — Data Processing Agreement applies. For processing in which Fuan Tech B.V. is itself the controller (including account, invoice and usage data), the privacy policy applies.

Questions: [email protected].

26. Final provisions

26.1 The Agreement is governed by Dutch law, excluding the CISG (Vienna Sales Convention).

26.2 All disputes arising from or connected with the Agreement will be submitted exclusively to the competent court of the Rechtbank Limburg (venue Roermond), without prejudice to Shipbird’s right to sue in the competent court of the Customer’s place of establishment, and unless mandatory law provides otherwise.

26.3 Shipbird may assign the Agreement in whole or in part to a group company as referred to in Article 2:24b of the Dutch Civil Code, or to a third party that takes over the relevant Shipbird business activity or activities, without any further consent or cooperation of the Customer.

26.4 The version of communications, measurements or other information received or stored by Shipbird is deemed correct, subject to proof to the contrary to be supplied by the Customer.

26.5 If any provision of the Agreement proves void or voidable, the remaining provisions remain in full force. Shipbird will replace the invalid clause with a valid clause whose legal effects, given the content and purpose of the Agreement, correspond as far as possible with those of the invalid clause.

26.6 If the Dutch and English texts conflict, the Dutch version prevails.

27. Contact

Questions about these terms?
Fuan Tech B.V. / Shipbird
Winkelveldstraat 14, 5916 NX Venlo, The Netherlands
[email protected] · [email protected] · +31 (0)77 777 7788

Schedule A — Data Processing Agreement

This schedule forms an inseparable part of the Agreement and applies when Shipbird processes personal data on the Customer’s instructions as referred to in Article 28 GDPR (typically: addressee and shipment data). The privacy policy remains applicable to processing in which Fuan Tech B.V. is itself the controller.

Parties

1. Shipbird (Fuan Tech B.V.), Winkelveldstraat 14, 5916 NX Venlo, KvK 69872198, hereinafter Processor; and

2. the Customer, hereinafter Controller.

Processor and Controller hereinafter jointly: Parties.

Whereas:

  • the Controller has instructed the Processor to process personal data of its business in the context of the main agreement, which forms an inseparable part of this data processing agreement;
  • the Controller determines the purposes and means;
  • the Processor is willing to carry out the processing and to meet obligations on security and other aspects of the General Data Protection Regulation (GDPR), to the extent within its power;
  • the Processor does not process the personal data for its own purposes, except processing for which the Processor is itself the controller (see the privacy policy);
  • the Controller may be designated as controller within the meaning of Article 4(7) GDPR;
  • the Processor may be designated as processor within the meaning of Article 4(8) GDPR;
  • where this agreement refers to Personal Data, personal data within the meaning of Article 4(1) GDPR are meant;
  • the Parties, also having regard to Article 28(3) GDPR, wish to record their rights and obligations in writing.

The Parties have agreed as follows.

A.1 Purpose of the processing

A.1.1 The Processor undertakes under the conditions of this Data Processing Agreement to process Personal Data on the Controller’s instructions. Processing will take place solely in the context of performing the main agreement and this Data Processing Agreement within the meaning of Article 28(3) GDPR.

A.1.2 The Processor may not process the Personal Data for a purpose other than that determined by the Controller, except for legal obligations. The purpose is providing the requested services: making the Platform available, creating Shipping Labels, delivery and tracking, support and related work. To that end the Processor processes, on the Controller’s instructions, personal data of the recipient/consignee of a shipment (name, address, telephone number, email address and related shipment data) and necessarily discloses those data to the chosen Carrier for creating the Shipping Label and for delivery/tracking.

A.1.3 Categories of data subjects: customers, addressees/recipients (consignees), senders, employees and other relations of the Controller.

A.1.4 Categories of data: identification and contact data (including name, address, telephone number and email address of the sender and of the recipient/consignee), shipment and parcel data, End User login data, and other data the Controller enters on the Platform.

A.1.5 The Processor controls the means of processing and storage. The Controller is responsible for determining the purpose.

A.1.6 Processing may take place manually and (semi-)automatically.

A.1.7 Personal data processed on instructions remain the property of the Controller and/or the data subjects concerned.

A.2 Term

A.2.1 This agreement starts when the main agreement is formed and is entered into for the duration of the main agreement.

A.2.2 This agreement cannot be terminated early.

A.2.3 Changes are valid only if, after consultation and with the Parties’ express consent, they are added to the Data Processing Agreement, or as Article 22 of the Terms allows for changes of minor importance or required by law.

A.2.4 This agreement ends by operation of law when the main agreement ends.

A.2.5 Once the agreement has ended, the Processor will — at the Controller’s choice — return and/or delete or destroy Personal Data in its possession within a maximum of 28 days, subject to statutory retention duties. Any costs of this are for the Controller.

A.2.6 The provisions on confidentiality, liability and dispute resolution remain in force after termination.

A.3 Processor obligations

A.3.1 The Processor complies with the GDPR and the Dutch GDPR Implementation Act.

A.3.2 The Processor may not enrich its own database(s) with (personal) data of the Controller, except temporary files needed for proper processing; those are deleted as soon as they are no longer needed.

A.3.3 The Processor will, at the Controller’s first request, inform the Controller of the measures taken.

A.3.4 The Processor follows lawful instructions of the Controller, unless they conflict with law or regulation.

A.3.5 All obligations on the Processor also apply to persons who process Personal Data under the Processor’s authority.

A.3.6 Only employees and/or third parties for whom access is necessary will have access.

A.3.7 The Processor will cooperate with the Controller’s access requests.

A.3.8 This agreement is not transferable unless expressly otherwise agreed or as Article 26.3 of the Terms allows on transfer of the business.

A.4 Transfers

A.4.1 Except with the Controller’s written consent, or a valid transfer mechanism under the GDPR (Articles 44–50), the Processor will not have Personal Data transferred to or made accessible from countries or international organisations for which the European Commission has not decided that they ensure an adequate level of protection. The Processor will on first request provide insight into the location(s) of processing. Carriers, Stripe, hosting and other parties named in the privacy policy may act as sub-processor or independent recipient.

A.4.2 The Processor will handle the Controller’s personal data with care.

A.4.3 For creating the Shipping Label and for delivery and tracking, the Processor necessarily discloses the personal data of the recipient/consignee referred to in Article A.1 (name, address, telephone number, email address) and the related shipment data to the Carrier chosen by the Controller. That Carrier may act as sub-processor or as independent recipient. If that disclosure entails a transfer outside the EEA, section A.4.1 applies.

A.5 Responsibility

A.5.1 The Processor will perform the work in Article A.1 and other work in the main agreement.

A.5.2 The Processor is responsible for processing under this Data Processing Agreement in accordance with the Controller’s instructions. For processing in which Fuan Tech B.V. is itself the controller, the privacy policy applies, not this schedule.

A.6 Third parties (sub-processors)

A.6.1 Engaging third parties for processing on the Controller’s instructions is done with general written authorisation for the categories named in the privacy policy (including Carriers, Stripe, hosting, email). That general authorisation includes the necessary disclosure of personal data of the recipient/consignee and related shipment data to the chosen Carrier so that the Carrier can create the Shipping Label and deliver and track the shipment. The Processor remains responsible for its sub-processors and imposes on them obligations at least equivalent to this schedule. The Processor will inform the Controller of intended changes of sub-processors so that objection is possible.

A.7 Security and personal-data breaches

A.7.1 The Processor will use reasonable efforts to take appropriate organisational and technical measures against unlawful processing.

A.7.2 The security level takes account of costs, sensitivity of the data, the state of the art and risks. The Processor does not warrant that measures are effective at all times under all circumstances.

A.7.3 In the event of a personal-data breach the Processor will inform the Controller without undue delay, and where possible within 24 hours after the Processor reasonably became aware of it, with the information referred to in Article 33 GDPR. The Controller assesses whether notification to the Dutch Data Protection Authority and/or data subjects is required.

A.7.4 The Controller keeps a register of breaches in accordance with Article 33(5) GDPR.

A.7.5 If a breach occurs at the Processor, the Processor will take appropriate measures to limit damage and prevent recurrence.

A.8 Confidentiality

A.8.1 The Processor, its employees and engaged third parties are obliged to keep obtained personal data and business data confidential, unless the Controller has given written consent or a legal obligation to disclose exists. Confidentiality remains in force after this agreement ends.

A.9 Data-subject rights

A.9.1 If the Processor receives a request from a data subject or a competent authority, the Processor will handle it as soon as possible, and at the latest within 5 business days, or forward it to the Controller within that period. The Processor will cooperate. The costs of that cooperation are for the Controller, unless the law provides otherwise.

A.9.2 The same applies to requests for rectification, erasure, restriction, portability, objection and rights in the case of automated individual decision-making.

A.10 Liability (schedule)

A.10.1 The Processor is liable only for loss resulting from its acts and/or omissions or failure to comply with processor-specific obligations, up to the maximum in Article 17 of the Terms. Consequential loss is excluded to the extent the law allows.

A.10.2 Without prejudice to the foregoing, the Processor is liable when the processing does not comply with GDPR obligations specifically directed at the processor or was carried out contrary to lawful instructions, within the statutory framework of Article 82 GDPR.

A.10.3 The Processor is not liable if it demonstrates that it is in no way responsible for the event giving rise to the damage.

A.11 Indemnity

A.11.1 The Controller indemnifies the Processor against claims, fines and/or penalty payments of or on behalf of the Dutch Data Protection Authority and/or other authorities, to the extent the infringements fall under the Controller’s responsibility.

A.11.2 The Processor may recover imposed fines and/or penalty payments from the Controller if and to the extent they result from the Controller’s shortcomings.

A.12 Disputes

A.12.1 Dutch law applies to this schedule.

A.12.2 Disputes will be decided by the competent court of the Rechtbank Limburg (venue Roermond), in line with Article 26 of the Terms.

Privacy contact: [email protected].