General Terms and Conditions

Definitions

“Platform” = the Load Your Cargo digital transport booking platform, operated by Load Your Cargo BV.

“LYC” = any of the following entities, acting as the contracting entity pursuant to Art. 1.3:

(a) Load Your Cargo BV, with registered office in Antwerp (Wilrijk), Kernenergiestraat 19/J10, Belgium,

(b) The LYC representative entity displayed at the moment the order is confirmed, on the page corresponding to the “Signature” step.

“Client” = the platform user who places a transport order.

Art. 1 - General provisions

1.1. These General Terms and Conditions (GTC) govern the use of the LYC platform and the relationship between LYC and the Client in connection with the transport orders placed through the platform.

1.2. Orders placed through the platform have the legal nature of freight forwarding contracts concluded at a distance, by electronic means, between LYC and the Client.

1.3. Contracting entity. Orders placed through the platform may be contracted and performed by any of the entities listed in the definitions section. The contracting entity for each order is the one indicated in the order confirmation displayed on the platform and on the invoice issued, and all references to “LYC” in these GTC shall be construed, for that order, as references to that entity. Each entity is solely liable for the orders it has contracted, with no joint and several liability between the entities.

Art. 2 - User account

2.1. Access to the platform is granted on the basis of a user account. Upon registration, LYC may request company identification documents and may carry out creditworthiness checks. LYC reserves the right to refuse, suspend or close an account, in particular in the event of non-payment, fraud, provision of false information or abusive use of the platform.

2.2. The Client is responsible for keeping its access credentials confidential and for all orders placed from its account, including by its authorised users. Any order placed from the Client's account is deemed to have been placed by the Client.

Art. 3 - The platform: licence, intellectual property and availability

3.1. The platform, the price calculation algorithms, the databases, the interface and all related materials are and remain the exclusive property of LYC. The Client is granted a limited, non-exclusive, non-transferable and revocable licence to use the platform, solely for the purpose of placing and managing transport orders.

3.2. The following are prohibited: automated data extraction (scraping), systematic price querying for resale or competitive analysis purposes, decompilation, as well as the creation of derivative products based on the platform. Breach of these prohibitions results in the suspension of the account and the Client's liability for the damage caused.

3.3. LYC uses its best efforts to ensure the continuous operation of the platform, without guaranteeing uninterrupted availability. Interruptions for scheduled maintenance are announced in advance. Temporary unavailability of the platform does not give rise to any right to compensation; for urgent orders during periods of unavailability, LYC makes an alternative contact channel available (e-mail/telephone).

3.4. LYC may use the data resulting from orders (routes, prices, volumes, transit times) in aggregated and anonymised form, in order to operate, improve and develop the platform, including the price calculation algorithms. Data identifying a Client or its specific commercial terms is not disclosed to other clients or to third parties.

Art. 4 - Placing an order and its status

4.1. An order placed by the Client through the platform is firm from the moment it is placed and constitutes full and unreserved acceptance of these GTC.

4.2. An order is considered allocated to a carrier from the moment the registration number of the means of transport has been entered in the platform and the order status has been updated to “Truck allocated”. Until that moment, performance of the order remains subject to the risk of the loading date being postponed, of the cost being adjusted (pursuant to Art. 7) or of cancellation (pursuant to Art. 5), without these situations affecting the firm nature of the order.

4.3. The order status, the carrier details, the pick-up window and the price are visible in real time on the platform. LYC does not send separate notifications regarding the stage of allocation, except in the situation provided for in Art. 5.2.

4.4. The Client shall update in the platform, without delay, any change to the information relevant for the correct performance of the transport; otherwise, it shall bear all consequences of such omission. Any change to the terms of the order requires the agreement of both parties, except for the situations expressly provided for in this document.

4.5. After a truck has been allocated, changes requested by the Client (date, time window, route, type of goods, etc.) are subject to the carrier's acceptance and may generate additional costs. Less than 48 hours before the loading date, the price of the order may no longer be reduced, since LYC has already committed to the cost of the transport capacity towards the carrier.

4.6. LYC reserves the right to refuse, at its sole discretion, the placing or performance of any order, in particular for goods that do not comply with these GTC, for clients with a history of non-payment, or for routes and conditions it cannot serve. The refusal is communicated through the platform, and any amounts already paid for the refused order are refunded in full.

Art. 5 - Truck allocation and collection of the goods

5.1. Due to general conditions on the transport market, the loading and unloading dates are estimates and may change depending on the actual circumstances encountered (route deviations, traffic congestion, stops at other loading/delivery points, adverse weather conditions, routine checks, etc.). The Client understands that such changes do not constitute fault on the part of LYC. LYC operates within the opening hours of the loading and unloading locations, as communicated by the Client when placing the order.

5.2. If, on the day scheduled for collection, at 8:00, the order has no truck allocated, the LYC agent responsible for the order will contact the Client to inform it whether or not collection will be postponed.

5.3. If, by 12:00 on the day scheduled for collection, the order has no truck allocated, the Client is entitled to cancel the order free of charge. In all other situations, cancellation of the order by the Client triggers the cancellation fees provided for in Art. 11, regardless of whether or not a truck has been allocated.

5.4. If the Client does not cancel and agrees to continue the search for a carrier, the pick-up window may be extended, without any penalty for LYC, until an available truck is identified.

5.5. If LYC does not identify an available truck within 2 (two) business days from the initially scheduled pick-up date, LYC will grant the Client a credit of EUR 100, valid on the platform; the order is cancelled at no cost to the Client, and the Client may place the order again at the updated cost displayed on the platform at that time.

Art. 6 - Delivery of the goods

6.1. The estimated delivery date is recalculated according to the actual date on which the goods are collected. If collection takes place, for example, 2 days later than initially scheduled, the estimated delivery date is updated accordingly.

6.2. The first day of delay compared with the delivery date thus recalculated is free of charge for LYC. For each day of delay after the first day, LYC compensates the Client with EUR 100 per day of delay, provided that the delay is caused by fault on the part of LYC in organising the transport, and not by events relating to third parties, traffic, weather conditions or other similar circumstances beyond LYC's control.

6.3. Where losses, damage or other harm to the goods is found at destination (including harm caused by delay, where a specific transport deadline has been agreed), the consignee or those receiving the goods are required to record the damage, complete the necessary formalities, including formulating the legal reservations towards the carrier, and take the measures necessary to preserve the right to compensation, in accordance with the applicable international rules.

Art. 7 - The price and its modification

7.1. The price displayed when the order is placed is valid for the purpose of identifying a carrier. If no carrier accepts the trip at that price, LYC may propose an adjusted price to the Client, necessary in order to secure the transport. The new price applies only with the Client's express consent; failing that, the order remains subject to the provisions of Art. 5.4-5.5.

7.2. After a truck has been allocated, the price is firm and may no longer be modified unilaterally by LYC, except in the case of: (i) force majeure, (ii) additional costs imposed by the authorities (taxes, fines, new regulations), or (iii) changes requested by the Client itself, which are communicated and accepted separately, in writing.

7.3. In the situations provided for in Art. 7.2 points (i)-(ii), the adjustment is limited to the difference in cost actually borne by LYC and is supported by documentary evidence, at the Client's request.

Art. 8 - LYC's obligations

8.1. LYC will use the necessary diligence to identify a carrier and to organise and/or perform the transport and the ancillary services, in accordance with the Client's instructions transmitted through the platform.

8.2. LYC is entitled to freely choose among the carriers available on the platform for the performance of the order, in compliance with the price and time-window criteria communicated to the Client.

8.3. LYC will transmit to the Client, through the platform or by e-mail, the relevant transport documents (invoice and, as the case may be, the CMR or the transport document specific to the mode of transport used).

8.4. LYC's liability is limited to the liability limits provided for by the international convention applicable to the mode of transport used (the CMR Convention for road transport, see also Art. 17 for the other modes), to the credits and compensation provided for in Art. 5.5 and 6.2, or, in the absence of an applicable convention, to the invoiced value of the transport. LYC is not liable for indirect damage, loss of profit or contractual penalties owed by the Client to its own clients, and is not liable for the acts of the carriers selected through the platform, liability for the actual performance of the transport lying with them in accordance with the applicable rules.

8.5. LYC ensures that the carriers selected through the platform secure the goods in the means of transport in an appropriate manner, so that they are not damaged during transport.

8.6. In the case of transport of bulk goods, the generally accepted weighing tolerance at unloading is 100 kg. If, at unloading, a quantity difference greater than 100 kg is found on the basis of the weighing ticket, LYC is required to claim compensation from the carrier consisting of the price of the missing quantity of goods above the 100 kg threshold, by applying the price of the transported goods to the quantity difference, with a view to compensating the Client.

Art. 9 - The Client's obligations

9.1. The Client warrants the accuracy of all details regarding the general nature of the goods, their marks, number, weight, volume and quantity, entered when placing the order on the platform, as well as their dangerous character, where applicable. The Client is liable towards LYC and shall indemnify it for all costs, expenses and official charges resulting from incorrect, incomplete or late information, or from handing over goods that have caused damage to property, to means of transport or to the environment.

9.2. The Client is liable for the accuracy and apparent lawfulness of the documents made available to LYC through the platform (commercial invoices, packing lists, etc.).

9.3. The Client must hand over the goods packed, marked and labelled in such a way that they withstand the transport operations and can be delivered to the consignee in accordance with the order.

9.4. The Client communicates through the platform the opening hours of the loading and unloading locations; any change thereto must be updated in the platform without delay.

9.5. The Client is required to provide the UIT code (Unique Transport Identification Number) at the latest on the day the goods are loaded, in accordance with the legal provisions in force. Pursuant to the updates to Romanian Government Emergency Ordinance no. 41/2022, if the transported goods fall within one of the categories of high fiscal risk (BRFR), the Client is required to provide the UIT codes in good time and to fulfil all legal obligations regarding the RO e-Transport National System, being liable towards LYC and/or the carriers involved if they are penalised as a result of the failure to comply with the reporting obligation.

9.6. If the documents made available by the Client are incomplete, incorrect or insufficient for completing customs or other mandatory formalities, and this prevents customs clearance, loading, unloading or delivery of the goods, LYC is not liable for the resulting delay, and all costs generated (demurrage, storage, additional transport) are borne by the Client.

9.7. In the event that the goods are refused by the consignee or the consignee is absent, for any reason whatsoever, the Client bears the price of the transport, of the ancillary services and of the additional expenses incurred by LYC until completion of the transport, including the costs of immobilising the means of transport/storage until the goods are accepted by the consignee.

9.8. The Client will inform LYC of any assignment to a third party of the rights and obligations arising from the order.

Art. 10 - Prohibited goods and dangerous goods

10.1. The following may not be shipped through the platform: illegal goods, weapons and ammunition, cash, valuables and precious metals, works of art, live animals, excisable goods without complete documentation, as well as any other goods prohibited by law.

10.2. Dangerous goods (ADR) are accepted exclusively if declared when the order is placed and with the express confirmation of LYC. False declaration or omission of the dangerous or prohibited character of the goods entails the Client's full liability for all damage, fines and costs resulting therefrom, including towards the carrier and third parties, as well as LYC's right to cancel the order with application of the cancellation fees provided for in Art. 11.

Art. 11 - Cancellation of the order by the Client

11.1. If the Client cancels the order or withdraws from the contract after the order has been placed and before the transport has begun, it shall compensate LYC with 30% of the value of the transport for means of transport between 3.5 and 40 tonnes and with 50% of the value of the transport for oversized trailers/container chassis, representing organisation costs, to which are added the expenses already incurred by LYC for carrying out the loading, unloading and transport, provided that the total value of these costs is not less than EUR 500. The cancellation fee is due regardless of whether or not a truck has been allocated to the order.

11.2. By way of exception to Art. 11.1, cancellation is free of charge for the Client exclusively in the situations provided for in Art. 5.3 (no truck allocated by 12:00 on the day of collection) and Art. 5.5 (cancellation of the order by LYC, with the granting of the credit).

11.3. Truck sent in vain. If the means of transport presents itself for loading within the agreed window and loading cannot be carried out for reasons attributable to the Client (goods not ready, goods not matching the order, access refused, etc.), the Client owes a fixed fee of EUR 250 for standard means of transport, and EUR 350 respectively for special equipment (oversized trailer/container chassis), to which are added the demurrage penalties under Art. 12 and any additional costs imposed by the carrier. If the order is cancelled in this situation, the cancellation fee under Art. 11.1 applies, if higher, the fixed fee not being cumulated with it.

Art. 12 - Waiting time at loading/unloading

12.1. The free time at the place of loading/unloading is 4 hours for means of transport between 3.5 and 40 tonnes and 2 hours for oversized trailers/container chassis.

12.2. If the waiting time of the means of transport at the place of loading/unloading exceeds the free time, the Client shall bear demurrage penalties amounting to (i) EUR 50 per additional hour of waiting for means of transport between 3.5 and 40 tonnes or (ii) EUR 100 per additional hour of waiting for oversized trailers/container chassis, until the end of the loading/unloading working hours. If loading/unloading is carried out on the following day, the penalties are (i) EUR 350 per day or (ii) EUR 750 per day, as applicable.

12.3. The Client owes any additional costs or penalties imposed by the carrier as a result of the delay. Demurrage penalties may exceed the price of the order.

Art. 13 - Insurance

13.1. For road transport, the goods are covered by the carrier's liability insurance (CMR insurance), within the limits of the CMR Convention. The value of the CMR insurance included ranges between EUR 30,000 and EUR 100,000, depending on the truck selected for the order. The Client is required to request the CMR policy, through the platform or directly from LYC, in order to verify the insured value applicable to its order, before loading.

13.2. If the Client does not take out cargo insurance, the goods are deemed insured exclusively within the limits of the allocated carrier's CMR insurance, and the Client may not raise claims beyond those limits.

13.3. For goods with a value higher than the CMR insured value, the Client may request, through the platform or directly from LYC, all-risks cargo insurance for the full value of the goods, against an additional charge. For the other modes of transport, liability is limited in accordance with the applicable international conventions (see Art. 17).

Art. 14 - Customs operations

14.1. LYC may provide, through the carriers available on the platform, customs brokerage operations, or may direct the Client to a third-party customs broker.

14.2. The Client guarantees payment of the customs debt and/or of the fines due as a result of erroneous instructions or documents provided by it.

Art. 15 - Payment terms

15.1. Payment for the transport is made by the Client through the platform (card or other accepted methods) or by payment order/bank transfer, on the basis of the invoice issued by LYC, according to the method chosen when placing the order. The price is deemed paid only upon crediting of LYC's account; payments made directly to carriers are not recognised and may not be invoked against LYC without its prior written consent.

15.2. Card payment. If the Client opts for card payment, a processing fee of 2% is added to the value of the transaction, corresponding to the payment processing costs, borne by the Client and displayed in the platform before the payment is finalised.

15.3. Payment by payment order. For payment by payment order/bank transfer, the order is deemed confirmed and enters the carrier allocation process only from the moment 100% of the value of the transport is credited to the account of the contracting entity. An exception applies where the Client benefits from deferred payment under Art. 15.10, in which case the order is processed within the limit of the approved credit, without advance payment.

15.4. If no other payment term has been expressly agreed in the order, the amounts due must reach LYC's account within a maximum of 24 hours from loading of the goods.

15.5. If the card payment fails or the amounts do not reach LYC's account within a maximum of 24 hours from loading, the goods will not be presented at the place of unloading. The truck waits for a maximum of 24 hours, the waiting costs being borne by the Client in accordance with Art. 12; thereafter, the goods are stored at the Client's expense, at the actual storage and handling costs, and delivery is carried out only after full payment of the transport invoice, of the waiting costs, of the storage/handling costs and of any additional transport costs.

15.6. If the goods stored in accordance with Art. 15.5 are not claimed and paid for in full within 30 calendar days from storage, or if the consignee definitively refuses receipt and the Client does not send instructions within the time limit communicated by LYC, the goods are deemed abandoned. Following a final notice sent to the Client, LYC may realise the value of the goods to cover its claims, or may destroy them at the Client's expense, the Client remaining liable for any shortfall.

15.7. Additional costs arising during transport (waiting time, charges, redirections, ancillary services, etc.) are invoiced as soon as they become known and are due on the same date as the main invoice for the order. If the main invoice is already due and/or paid, the additional costs are due immediately, from the invoicing date, regardless of their value.

15.8. Failure to pay on time the value of the services provided by LYC triggers late payment penalties of 1% of the price of the order for each day of delay, calculated from the due date until the date of full payment. Late payment penalties may exceed the amount of the debt owed.

15.9. The Client may not withhold, set off or deduct from the amounts owed to LYC any amounts it claims from LYC on any grounds whatsoever (compensation, penalties, damages). Any claims of the Client are settled separately, in accordance with Art. 19, without affecting the due date and full payment of the invoices.

15.10. Deferred payment. Following verification of the Client's financial standing, LYC may approve a payment term and a credit limit, which are displayed to the Client in the platform. LYC may at any time reduce or withdraw the payment term and the credit limit, upon notifying the Client through the platform, may request advance payment or guarantees, and may make acceptance of new orders conditional upon payment of outstanding ones. Orders placed in excess of the available credit limit are subject to the advance payment rule provided for in Art. 15.3.

15.11. Unjustified dispute of a card payment (chargeback) for services actually provided constitutes non-payment and entails: immediate enforceability of the disputed amount, the Client bearing the payment processor's fees, the late payment penalties provided for in Art. 15.8, as well as suspension of the account until the matter is settled.

15.12. If the price has been set in EUR and payment is made in another currency, conversion is carried out at the exchange rate displayed on the platform on the invoicing date.

Art. 16 - Force majeure and other unforeseen events

16.1. The parties are not liable for late or improper performance of their obligations if the non-performance was caused by an event unforeseeable at the date the order was placed, the consequences of which cannot be avoided by the party invoking it.

16.2. LYC is not liable for delays, additional costs or temporary impossibility of performance caused by: strikes or other industrial action by third parties, blockages or congestion in traffic/ports/airports/terminals/border crossing points, restrictions, embargoes or international sanctions, unavailability of transport capacity among the carriers on the platform, IT/cyber incidents, or decisions or delays of the public authorities. These situations are distinct from those governed by Art. 5-6, which remain applicable to cases of LYC's own fault.

16.3. Cases of force majeure release the parties, for their duration, from the obligations affected by those circumstances. In such cases, either party is entitled to terminate the order, even if it has been partially performed; if termination is requested, LYC is entitled to payment of all costs incurred in performing the order up to the date of termination.

16.4. The party invoking force majeure must prove it within a maximum of 5 days from the date the event ceased.

Art. 17 - Special provisions for other modes of transport

If, for a given order, the platform allocates a carrier performing air, sea or rail transport, the international convention corresponding to that mode applies in addition (the Montreal Convention for air transport, the Hague-Visby Rules for sea transport, the CIM Rules for rail transport), including the liability limits, transport documents and limitation periods specific thereto. Waiting, demurrage or storage costs charged by the actual carrier, the terminal operator or the infrastructure manager for these modes are borne in full by the Client, LYC having only the role of communicating and, where applicable, re-invoicing these costs.

Art. 18 - International sanctions and export control

The Client warrants that neither it, nor the consignee, nor the goods are subject to international sanctions (EU, UN, OFAC) or to restrictions concerning exports or dual-use items. LYC may refuse, suspend or cancel, without compensation, any order that would breach such regimes, the Client bearing all consequences of inaccurate declarations.

Art. 19 - Complaints

19.1. Complaints regarding the performance of an order are submitted through the platform or by e-mail, as follows: for apparent damage — at the time of delivery, with a note on the transport document; for non-apparent damage — within 7 days from delivery; for any other matters (invoicing, delays, etc.) — within 15 days from delivery or from the invoice date, as applicable.

19.2. Complaints submitted after the expiry of these time limits may no longer be taken into consideration, with the exception of the mandatory rights provided for by the applicable international conventions.

Art. 20 - Disputes and applicable law

Any dispute arising from this contract that is not settled amicably shall be settled in accordance with the law applicable to the legal relationship between the parties and by the courts having jurisdiction under that law.

If LYC brings a legal action in connection with this contract before the courts having jurisdiction at the Client's registered office/residence, LYC is deemed to have waived the right to bring such an action before the courts having jurisdiction at its own registered office.

Art. 21 - Final provisions

21.1. The Client may not contact, directly or indirectly, the carriers identified through the platform outside the orders placed through LYC, without LYC's consent. If the Client uses the platform and the carriers identified through it in order to carry out transports outside the platform, it remains liable to pay the price of the order to LYC, by way of damages; LYC is not liable for transport services concluded under such conditions.

21.2. LYC may amend these GTC upon notifying the Client through the platform and/or by e-mail, at least 15 days before the amendments enter into force. Continued use of the platform after that period constitutes acceptance of the new version. Orders in the course of performance remain governed by the version of the GTC in force on the date they were placed.

21.3. All notices and communications between the parties made through the platform or by e-mail to the addresses associated with the account have the value of valid written communications, and the records in the platform (statuses, timestamps, messages) constitute evidence between the parties.

21.4. These General Terms and Conditions are deemed accepted in full by placing an order through the platform.

Art. 22 - Protection of personal data

22.1. Roles of the parties. For the data processed in connection with the operation of the platform and the management of accounts, the data controller is Load Your Cargo BV. For the data processed in connection with the performance of an order, the controller is the contracting entity for that order, in accordance with Art. 1.3. The carriers allocated through the platform act as independent controllers for their own processing carried out in performing the transport. Each party is responsible for the compliance of its own processing with Regulation (EU) 2016/679 (GDPR).

22.2. Categories of data processed: identification and contact details of users (surname, first name, position, e-mail, telephone), account and authentication data, invoicing and payment data, the history of orders and invoices, the data of the contact persons designated for loading/unloading, the communications carried out through the platform, as well as technical data (IP address, usage logs).

22.3. Purposes and legal bases. The data is processed for: (i) performance of the orders and operation of the platform — Art. 6(1)(b) GDPR; (ii) compliance with legal obligations, including tax, accounting and reporting obligations (for example, RO e-Transport) — Art. 6(1)(c) GDPR; (iii) LYC's legitimate interest in fraud prevention, platform security, creditworthiness checks, debt recovery and service improvement — Art. 6(1)(f) GDPR; (iv) commercial communications, exclusively on the basis of consent, which may be withdrawn at any time — Art. 6(1)(a) GDPR.

22.4. Third-party data entered by the Client. Where the Client enters into the platform personal data of other persons (its own employees, contact persons at loading/unloading, representatives of the consignee), the Client warrants that it is entitled to provide such data and that it has informed those persons about the processing of their data by LYC and by the carriers involved. The Client indemnifies LYC for any claims of such persons arising from breach of this warranty.

22.5. Recipients of the data. The data is transmitted exclusively to: the carriers allocated to the order (limited to the data strictly necessary for performance — contact persons, addresses, schedule), payment processors, IT and hosting service providers, insurers, professional advisers (lawyers, accountants, auditors), debt recovery agencies, as well as public authorities, where required by law. LYC does not sell personal data and does not use it for third-party advertising purposes.

22.6. International transfers. The data is stored and processed, in principle, within the European Economic Area. Any transfer outside the EEA (for example, to payment or IT service providers) is carried out only with adequate safeguards: an adequacy decision of the European Commission or the standard contractual clauses approved by it.

22.7. Retention period. Account data is processed for the duration of the use of the platform and for 3 years after the account is closed. Invoicing and transaction data is kept for the periods required by the applicable tax and accounting legislation; upon expiry thereof, the data is deleted or anonymised, the anonymised form being capable of being kept for statistics and service improvement.

22.8. Security and incidents. LYC applies appropriate technical and organisational measures (encryption of communications, role-based access control, logging, backups) to protect the data. In the event of a personal data breach, LYC notifies the supervisory authority and, where applicable, the data subjects, in accordance with Art. 33-34 GDPR.

22.9. Automated decision-making. The prices displayed on the platform are calculated algorithmically on the basis of the transport parameters (route, vehicle type, characteristics of the goods, market data), and not on the basis of profiling of natural persons. If the granting of credit limits or payment terms involves decisions based solely on automated processing that produce legal effects concerning a natural person, that person has the right to obtain human intervention, to express their point of view and to contest the decision, in accordance with Art. 22 GDPR.

22.10. Rights of data subjects. Data subjects have the right of access, rectification, erasure, restriction of processing, data portability, objection and withdrawal of consent, which may be exercised by a request sent to the data protection contact address published on the platform. Data subjects also have the right to lodge a complaint with the competent supervisory authority.

22.11. Cookies. The platform uses cookies and similar technologies under the terms of the Cookie Policy, available separately on the platform.

22.12. This article is supplemented by the platform's Privacy Policy, which sets out in detail the processing carried out. In the event of any inconsistency regarding the processing of personal data, the Privacy Policy prevails.