TRANSFOLLOW TERMS AND CONDITIONS
(TransFollow Portal and TransFollow Drive)
(Version: v 1.1 26.08.2026)
Scope: These Terms govern the use of the TransFollow Portal and the TransFollow Drive by End Users who hold an Account. The use of the Drive by persons who do not hold an Account is governed by the Mobile Application Addendum set out in Annex 1.
1. Applicability and Definitions
1.1 These Terms apply to the use of the TransFollow Portal, the TransFollow Drive and the Services by an End User holding an Account. These Terms apply only to End Users acting in the course of a trade, business, craft or profession; the Portal and the Drive are not offered to consumers.If the End User uses the Portal, the Drive or the Services on behalf of an organization, the End User agrees to these Terms for that organization and warrants that it has authority to bind that organization. Authorised Users are not parties to these Terms.
1.2 Capitalized terms used in these Terms have the following meanings:
"Account": a collection of data that allows the End User to access the Portal, the Drive and the Services.
“Authorised User” means any natural person who accesses the Platform, the API Key or an End User Extension under End User’s account or by means of an access code or key issued under the administrator rights granted to End User, irrespective of the person through whom that access was obtained.
"Credit": means a token issued by TransFollow, used to activate an e-Waybill or to use other digital services provided by TransFollow via the Portal or the Drive.
"Data Protection Laws": (a) Regulation (EU) 2016/679 (GDPR) together with any national implementing laws in any Member State of the European Union, and (b) the Swiss Federal Act on Data Protection (SR 235.1) together with any other Swiss data-protection legislation, each as applicable and as amended.
"Drive": the TransFollow Drive mobile application(s) made available by TransFollow.
"End User": the person that has accepted these Terms and holds an Account, and on whose behalf the Portal, the Drive or the Services are used. “Authorised User”: any natural person who accesses the Portal, the Drive or the Services under an End User’s Account, or by means of an access code, link or QR code issued under an End User’s Account, without holding an Account of their own, irrespective of the person through whom that access was obtained. “Parties”: TransFollow and the End User. “Documentation”: the user documentation for the Portal and the Drive published on the Website.
"e-Waybill": an electronic consignment note (e-CMR) or waybill for transport of goods, or a related document such as a proof of delivery, issued and signed via the Portal or the Drive.
"In Writing": in paper or electronic form (including email).
"Intellectual Property": all rights, title and interest in and to the Portal, the Drive, any related software, information, documents and services, as well as trade names, trademarks, logos and distinctive signs owned by or licensed to TransFollow.
"Logistical Data": data relating to a transport operation that is created, exchanged or stored via the Portal or the Drive, including data contained in e-Waybills and proofs of delivery.
"Personal Data": any information relating to an identified or identifiable natural person, as defined in the GDPR.
"Platform": the TransFollow Platform owned and operated by TransFollow, of which the Portal and the Drive form part.
"Portal": the TransFollow Portal made available by TransFollow as a web application.
"Products": the digital products purchased via the Portal or the Drive, including Credits and any related services.
"Services": the services provided by TransFollow via the Portal and the Drive, including the creation, exchange, digital signature and storage of e-Waybills.
"Storage Services": the storage services for Logistical Data described in Article 7.
"TransFollow": TransFollow B.V., having its registered office at Tauro Office Building, Teleportboulevard 110, 1043 EJ Amsterdam, The Netherlands, registered with the Dutch Chamber of Commerce under number 27168771.
"Website": www.TransFollow.com.
2. Ownership of the Portal and the Drive
TransFollow retains all rights, title and interest in and to the Portal, the Drive and the Intellectual Property. Nothing in these Terms transfers any ownership right in the Intellectual Property to the End User.
3. License
3.1 License grant. Subject to these Terms, TransFollow grants the End User a limited, non-exclusive, revocable, non-transferable, non-sublicensable and non-assignable licence to access and use the Portal and the Drive with an Account, solely for the use of the Products and the Services for the End User's own purposes.
3.2 Acceptance. The licence is subject to the End User's prior acceptance of these Terms and to TransFollow's confirmation of acceptance of the End User.
3.3 Restrictions. The End User shall not, and shall ensure that its Authorised Users and any third party do not:
- decompile, reverse engineer, disassemble, decode, adapt or otherwise attempt to derive or gain access to the source code of the Portal, the Drive or any related software;
- copy, modify, decrypt or create derivative works or improvements of the Portal, the Drive or any related software;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available to any person the Portal, the Drive or any related software;
- use the Portal, the Drive or the Services in a way that violates applicable laws or regulations, infringes the rights of third parties, or jeopardizes the security or functioning of the Portal, the Drive or third-party systems;
- disable, hack or otherwise interfere with any security, digital signing, verification or authentication mechanism of the Portal or the Drive;
- remove or alter any copyright, trademark, trade name or other intellectual property notices;
- create the impression in communications to third parties that the End User is affiliated with TransFollow or the Platform, except where expressly authorized In Writing by TransFollow.
4. Account
4.1 Registration. Access to the Portal and the Drive requires the End User to create an Account. An Authorised User may access a specific e-Waybill without creating an Account, by means of an access code, link or QR code issued under the End User’s Account.The End User shall provide accurate, current and complete information during registration and shall keep that information up to date.
4.2 Account security. The End User is responsible for safeguarding the credentials used to access its Account and for all activity that occurs under its Account. The End User shall promptly notify TransFollow of any unauthorized use of its Account or any other breach of security.
4.3 Account Information. TransFollow may collect and process Account-related information, including the End User's name, business contact details, login identifiers and use of the Services, for the purposes of providing the Services and as further described in the TransFollow privacy statement published on the Website.
4.4 Authorised Users. The End User shall ensure that each Authorised User complies with these Terms. The End User is responsible for the acts and omissions of its Authorised Users as if they were its own, at every level of the transport chain and irrespective of the person through whom access was obtained. The End User shall be able to revoke any access issued under its Account and shall do so without undue delay upon TransFollow’s reasoned request.
5. Orders, Pricing and Payment
5.1 Orders. Any purchase of Products via the Portal or the Drive is subject to acceptance of these Terms. Products are sold and invoiced based on the number of Products ordered and paid for.
5.2 Pricing. The price of the Products (the "Product Price") is the price set out on the Portal, the Drive or the Website. Product Prices are in Euro and exclusive of VAT and any other applicable taxes. TransFollow may amend the Product Price at any time, and the new Product Price takes effect upon publication on the Portal, the Drive or the Website. The Product Price applicable to an order is the price published at the time the order is placed..
5.3 Payment. Payment is due on the date of the order, by immediate debit of the credit card or other payment method registered by the End User. TransFollow shall issue an invoice following delivery of the Products. If the End User disputes any invoice, it shall notify TransFollow In Writing within fifteen (15) days of the invoice date, specifying the grounds of the dispute, and the Parties shall negotiate in good faith to resolve it.
6. Availability, Maintenance and Updates
6.1 Availability. TransFollow uses reasonable endeavours to keep the Portal and the Drive available continuously, subject to maintenance and unforeseen interruptions.
6.2 Maintenance. TransFollow may temporarily suspend the Portal or the Drive for maintenance, adjustment or improvement. TransFollow shall use commercially reasonable efforts to minimize impact on End Users and shall give advance notice of scheduled maintenance where practicable. TransFollow is not liable for any loss arising from scheduled maintenance carried out in accordance with this Article.
6.3 Updates and upgrades. TransFollow may update or upgrade the Portal and the Drive from time to time to preserve or enhance compatibility, security or functionality, or to resolve bugs or other issues. Any intellectual property created in connection with an update or upgrade is owned by TransFollow.
7. Storage Services
7.1 Free Storage Period. TransFollow offers storage of up to two (2) MB per issued e-Waybill of the End User's Logistical Data, free of charge for a period of seven (7) years from the day of creation of each e-Waybill (the "Free Storage Period"). During and, where applicable, after the Free Storage Period, the End User retains access to its Logistical Data via the Portal or the Drive.
7.2 Continued storage. After the Free Storage Period, the End User may request continued storage via the Portal or the Drive. Such continued storage is subject to acceptance of the then-applicable conditions and to payment of the price published by TransFollow for each twelve (12)-month period.
7.3 End User backup responsibility. The End User is responsible for saving copies of all issued e-Waybills and Logistical Data on its own systems for back-up purposes.
8. Warranty Disclaimer
Except as expressly set out in these Terms, the Portal, the Drive and the Services are provided "as is" and "as available". To the maximum extent permitted by applicable law, TransFollow disclaims all warranties, representations and conditions, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, timeliness, title or non-infringement.
TransFollow does not warrant that (i) the Portal or the Drive will meet the End User's requirements, (ii) the operation of the Portal or the Drive will be uninterrupted, timely, secure or error-free, (iii) defects or errors will be corrected, or (iv) information or data stored or transmitted through the Portal or the Drive will not be lost, corrupted or destroyed. The End User assumes sole responsibility for selecting the Portal and the Drive to achieve its intended results, and for its use of the Services.
9. Limitation of Liability
9.1 Acknowledgement of risk. The End User acknowledges that the use of the Portal, the Drive, the Services and the e-Waybills, including their digital signature for transport operations, is at the End User's sole risk.
9.2 Exclusion of indirect damages. To the maximum extent permitted by applicable law, TransFollow shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages (including loss of business profits, business interruption, loss of business information, loss of data or any other pecuniary loss) arising from (i) any malfunction or unavailability of the Portal or the Drive, (ii) the content or use of e-Waybills or related Logistical Data, (iii) the non-recognition of any digital signature by any third party, or (iv) the non-recognition of e-Waybills in any country.
9.3 Aggregate cap. Subject to Article 9.4, TransFollow's aggregate liability arising out of or in connection with these Terms shall not exceed, per event and in aggregate in any period of twelve (12) consecutive months, the amount actually paid out under TransFollow's applicable professional indemnity insurance policy in force at the time of the event giving rise to the claim. In the absence of an insurance payout (including where a claim is rejected, falls below the deductible, or exceeds the policy limit), liability shall not exceed the total fees paid by the End User under these Terms in the twelve (12) months preceding the event. This cap applies to all claims, including those arising from data or security breaches, and is subject in all cases to the exclusion of indirect, consequential and special damages and loss of profit in Article 9.2.
9.4 Carve-outs. The limitations and exclusions in this Article 9 do not apply to liability arising from wilful misconduct or gross negligence, or any liability that cannot be limited or excluded under applicable law.
10. IP Indemnification
TransFollow shall defend End User against third-party claims alleging that the standard, unmodified Services infringe a third party's intellectual property rights, and shall pay damages finally awarded, subject to the liability cap in Article 9.3. This indemnity does not apply to claims arising from: (a) modifications to the Service not made by TransFollow; (b) combination of the Service with products, data or services not provided or approved by TransFollow; or (c) use of the Service outside the scope of the Documentation. Except as separately agreed in writing, TransFollow does not transfer ownership of any custom development to End User.
11. Insurance Obligations
TransFollow shall maintain, for the duration of these Terms, professional indemnity insurance with a limit of not less than CHF 5,000,000 per claim. TransFollow shall notify End User without undue delay if this policy is materially reduced, not renewed, or lapses. Upon reasonable request, and no more than once per calendar year, TransFollow shall provide evidence of insurance, subject to confidentiality.
12. Indemnification
The End User shall, to the extent permitted by applicable law, indemnify and hold TransFollow harmless against any third-party claim arising from (i) the End User's breach of these Terms; (ii) gross negligence or wilful misconduct of the End User or its employees or agents; or (iii) the unlawful entry by the End User of Personal Data into the Portal or the Drive.
13. Intellectual Property
13.1 All Intellectual Property is and remains the property of TransFollow (or its licensors). The End User has no right, title or interest in the Intellectual Property other than the limited licence granted under Article 3.
13.2 The End User shall (i) use the Intellectual Property only as required to use the Portal, the Drive and the Services; (ii) follow TransFollow's policies and directions for such use; and (iii) not register, claim, contest or assist any third party in contesting any Intellectual Property.
14. Data Protection
14.1 Roles. When using the Portal or the Drive, Personal Data is stored on the Platform. Where TransFollow processes Personal Data on behalf of the End User in the End User's capacity as controller, TransFollow acts as processor and shall comply with applicable Data Protection Laws. Where TransFollow processes Personal Data for its own purposes (such as managing the End User's Account and the contractual relationship), TransFollow acts as controller and processes that data in accordance with the privacy statement published on the Website.
14.2 Purpose and lawful basis. TransFollow processes Personal Data as necessary for the performance of the contractual relationship with the End User and for its legitimate interests in providing and improving the Services. Personal Data is processed for the duration of the relationship and may be retained for up to ten (10) years after termination for the establishment, exercise or defence of legal claims, or as required or permitted by applicable law.
14.3 International transfers. TransFollow shall not transfer Personal Data outside the European Economic Area or Switzerland except where permitted by applicable Data Protection Laws (for example, under an adequacy decision or Standard Contractual Clauses). The End User acknowledges that, to provide the Services, TransFollow may need to share e-Waybill data with other parties in the logistics chain, including parties located outside the EEA, in which case TransFollow shall implement appropriate safeguards.
14.4 Security. TransFollow shall implement and maintain appropriate technical and organizational security measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction or damage. The current security measures are described in TransFollow's Security Assurance Plan, available on request.
14.5 Data subject rights. Data subjects may exercise their rights under applicable Data Protection Laws (including the rights of access, rectification, erasure, restriction, objection and portability) by contacting TransFollow via the means published on the Website.
14.6 End User obligations. The End User shall only enter Personal Data into the Portal or the Drive where it has a valid legal basis to do so. The End User shall provide each data subject whose Personal Data it enters into the Portal or the Drive, including its Authorised Users, with the information required under applicable Data Protection Laws. The End User indemnifies TransFollow against any third-party claim arising from the unlawful entry of Personal Data or from a failure to provide that information.
14.7 Sharing with authorities. The End User acknowledges that TransFollow may share information about the description of goods contained in e-Waybills with selected authorities in the event of incidents, solely to facilitate their resolution. Such disclosures occur only where the e-Waybill is active and in transit status, and the information is not stored by TransFollow. The list of selected authorities is published on the Website.
14.8 Personal data breach notification. TransFollow shall notify End User without undue delay and in any event within seventy-two (72) hours of becoming aware of a personal data breach affecting End User's data. Where a data processing agreement concluded between the Parties provides for a shorter notification period, that period prevails.Where the nature or complexity of the breach makes full notification within the applicable period impracticable, TransFollow may provide notification in phases.
15. Artificial Intelligence
TransFollow's obligations regarding artificial intelligence functionality are limited to features expressly developed for End User's specific environment. Platform-wide AI functionality made generally available to TransFollow's customer base is expressly excluded from End User-specific AI compliance requirements. Liability for AI-related claims is subject to the cap in Article 9.3. TransFollow shall not use End User's data to train AI models without End User's prior written consent.
16. Force Majeure
TransFollow is not liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, riot, civil unrest, strike, labour dispute, pandemic, government action, failure of telecommunications or internet infrastructure, failure of third-party services, or interruption of utilities.
17. Confidentiality
The End User shall keep confidential any non-public information of TransFollow acquired in connection with the Portal, the Drive or the Services, and shall not disclose such information to any third party. This obligation does not apply to information that is or becomes publicly available other than through a breach of these Terms, or that the End User is required to disclose by law or by a competent court or regulator.
18. Term and Termination
18.1 Termination by TransFollow. TransFollow may terminate these Terms with immediate effect if the End User materially breaches these Terms and fails to remedy the breach within fifteen (15) days of notice In Writing, or fails to pay any amount due.TransFollow may also suspend access to the Portal or the Drive while a breach is being investigated or remedied.
18.2 Termination by the End User. The End User may terminate these Terms at any time by closing its Account via the Portal or the Drive, or by notice In Writing to TransFollow. Termination takes effect on receipt.
18.3 Change of control. TransFollow may terminate this Agreement with immediate effect if End User undergoes a change of control in its management and/or resulting in End User becoming controlled by a direct or indirect competitor of TransFollow. If End User terminates this Agreement due to a change of control of TransFollow, End User must give at least ninety (90) days' written notice, and such termination right only applies where the acquiring party is a direct competitor of TransFollow operating in the same market segment.
18.4 Consequences of termination. Upon termination:
- access to the Portal and the Drive shall be blocked;
- no e-Waybill may be created or activated, and no Service may be used;
- purchased and unused Products shall be cancelled without right to refund, unless termination is due to TransFollow's wilful misconduct or gross negligence; and
- access to all data, including Logistical Data, shall be blocked after a waiting period of six (6) months, unless otherwise required by law. During this period the End User may request TransFollow to make available the Logistical Data in a commonly accepted format (such as HTML, PDF or Microsoft Office). If no such request is made within the waiting period, access is blocked and all Account and Account-related data are deleted.
18.5 Cessation of use. Upon termination, the End User shall immediately cease, and shall ensure that its Authorised Users cease, all use of the Portal, the Drive and the Services and shall destroy any local copies of related software and materials. The End User shall certify such destruction In Writing at TransFollow's request.
18.6 Claim cut-off. Any claim, the cause of which arose during the term of these Terms, that is not submitted and properly substantiated within thirty (30) days following expiry or termination shall be deemed waived and barred from assertion, unless the delay is due to circumstances beyond the claimant's reasonable control.
18.7 Survival. Provisions of these Terms that by their nature are intended to survive termination remain in force after termination, including Articles 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (IP Indemnification), 12 (Indemnification), 13 (Intellectual Property), 14 (Data Protection), 17 (Confidentiality), 18.4 to 18.6, 19 (Governing Law and Jurisdiction) and 20 (Miscellaneous).
19. Governing Law and Jurisdiction
These Terms and the relationship between the End User and TransFollow are governed by the laws of the Netherlands, excluding conflict-of-laws provisions. The competent courts of Amsterdam, The Netherlands, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
20. Miscellaneous
20.1 Amendment. TransFollow may change these Terms from time to time. Any amendment will be published on the Portal, the Drive or the Website. If the End User refuses the amended Terms, the licence and the End User's right to use the Portal, the Drive and the Services expire on the date of the refusal.
20.2 Severability. If any provision of these Terms is found to be invalid, this does not affect the validity of the remaining provisions. The invalid provision shall be modified to the minimum extent necessary to give effect to the original intent of the Parties, to the fullest extent permitted by applicable law.
20.3 Evidence. The log files and other records (electronic or otherwise) maintained by TransFollow shall constitute valid evidence of the End User's use of the Portal, the Drive and the Services and of communications between TransFollow and the End User, unless rebutted by clear contrary evidence.
20.4 Language. The English-language version of these Terms prevails over any translation.
ANNEX 1 – MOBILE APPLICATION ADDENDUM
A1.1 Scope. This Addendum applies to any person who downloads, installs or uses the TransFollow Drive application, whether or not that person holds an Account. Where that person holds an Account, these Terms apply in addition to this Addendum.
A1.2 Licence. TransFollow grants a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Drive on a device that the user owns or controls, solely to create, consult, exchange and sign e-Waybills in the course of a trade, business, craft or profession.
A1.3 Restrictions. The user shall not: decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the Drive; disable, circumvent or interfere with any security, digital signing, verification or authentication mechanism; share any access code, link or QR code with any person not entitled to access the e-Waybill concerned; or use the Drive in a way that violates applicable laws or infringes the rights of third parties.
A1.4 No warranty. The Drive is provided “as is” and “as available”. To the maximum extent permitted by applicable law, TransFollow disclaims all warranties, representations and conditions, whether express, implied or statutory, and does not warrant that the operation of the Drive will be uninterrupted, timely, secure or error-free. TransFollow’s liability under this Addendum is limited to the maximum extent permitted by applicable law.
A1.5 Personal data. Information on the processing of personal data in connection with the Drive is set out in the TransFollow privacy statement published on the Website. Where an e-Waybill is accessed under an End User’s Account, that End User is the controller of the personal data concerned.
A1.6 Apple App Store. Where the Drive is obtained from the Apple App Store, the following applies: (a) this Addendum is concluded between the user and TransFollow only, and not with Apple; TransFollow, and not Apple, is solely responsible for the Drive and its content; (b) the licence granted is limited to use on Apple-branded products that the user owns or controls, as permitted by the Usage Rules of the Apple Media Services Terms and Conditions; (c) Apple has no obligation to provide maintenance or support for the Drive; (d) in the event of a failure of the Drive to conform to any applicable warranty, the user may notify Apple, which may refund the purchase price, if any; Apple has no other warranty obligation and any other claim is TransFollow’s responsibility; (e) TransFollow, and not Apple, is responsible for addressing any claim of the user or a third party relating to the Drive, including product liability, non-compliance with legal requirements and consumer protection claims; (f) TransFollow, and not Apple, is responsible for the investigation, defence, settlement and discharge of any third-party claim that the Drive infringes intellectual property rights; (g) the user represents that it is not located in a country subject to a U.S. Government embargo or designated as a terrorist-supporting country, and is not listed on any U.S. Government list of prohibited or restricted parties; (h) questions or complaints regarding the Drive may be addressed to TransFollow at the contact details published on the Website; (i) Apple and its subsidiaries are third-party beneficiaries of this Addendum and may enforce it against the user.
A1.7 Google Play. Where the Drive is obtained from Google Play, the Google Play Terms of Service apply to the download and the user shall comply with them.
A1.8 Governing law. This Addendum is governed by the laws of the Netherlands, excluding conflict-of-laws provisions, without prejudice to any mandatory protection available to the user under the law of their country of residence.