The following definitions apply to the terms and conditions set out below that govern the contract for brokerage and other services between you and us, and which facilitate the contract for carriage with our nominated carrier partners.

“we”, “us”, “our” and "Express Road"

means: Express Road (Pty) Ltd or its holding companies, subsidiaries, and any affiliated companies, and their respective employees, agents, and independent contractors, acting solely as a logistics broker and platform provider.

“you” and “your”

means: the sender, consignor or consignee of the shipment, the holder of a consignment note, the receiver, the owner of the contents of the shipment, any other party having a legal or beneficial interest in those contents, or any party having an interest in the performance of services facilitated by Express Road.

“Carrier Partner” or “Nominated Carrier”

means: The third-party courier or transport company selected by Express Road (or by you, if applicable) that performs the actual physical carriage and transportation of the shipment.

“Carriage”

means and includes: all operations and services undertaken by the Nominated Carrier Partner in connection with the physical transportation of the shipment from one address to another.

“Express Road Insurance”

means: The optional insurance cover for Goods in Transit offered by Express Road, underwritten by a third-party insurer, and subject to its specific policy terms and conditions, as well as an additional premium.

“FreightGuard System”

means: The Service Guarantee Programme provided by FreightGuard International (Pty) Ltd, specifically applicable to certain Carrier Partners who are registered participants, offering a limited claims assessment and settlement process as detailed in its terms, the applicability of which is strictly stipulated prior to service engagement.

“Other Services”

means: all services performed by Express Road, other than the physical carriage, that are performed by us, such as but not limited to brokerage, platform access, booking facilitation, tracking provision, and administrative services.

“Shipment”

means: goods or documents of any nature (whether in bulk or in one or more packages) which we have accepted for facilitating carriage or regarding which we have agreed to facilitate other services, leading to their transportation by a Nominated Carrier, whether under our consignment note or not.

“Prohibited Items”

means: any goods or materials the carriage of which is prohibited by any law, rule or regulation of any country in or over which the shipment travels, or by the terms and conditions of Express Road or any Nominated Carrier Partner. This includes, but is not limited to, items listed on our website at https://www.expressroad.co.za/prohibited_items_list.

Your primary contract for the brokerage and facilitation services is with the Express Road entity that accepts your booking. You agree that Express Road acts solely as a logistics broker to facilitate the booking of actual physical carriage with our Carrier Partners. The contract for the physical carriage of your shipment is concluded directly or indirectly between you and the Nominated Carrier Partner, and the performance of said carriage is solely the responsibility of the Nominated Carrier Partner, subject to their terms and conditions, including their liability limits and insurance provisions (if any). You agree that Express Road may subcontract its brokerage and other services on any terms and conditions we deem appropriate, provided such terms do not materially diminish your rights under South African law.

By giving us your shipment booking, you accept these terms and conditions, which govern our brokerage and facilitation services. This acceptance is on behalf of yourself and/or anyone else who has an interest in the shipment or the performance of other services, irrespective of whether you have signed the front of our consignment note or not. Our terms and conditions also cover and can be invoked by anyone we use as a subcontractor to effect, perform, or undertake our brokerage services, as well as by our employees, directors, and agents. Only one of our authorized officers may agree to a variation of these terms and conditions in writing. If you provide us with oral or written instructions that conflict with our terms and conditions, we shall not be bound by such instructions unless expressly agreed to in writing by an authorized officer.

Crucially, you acknowledge and agree that the physical carriage of your shipment is performed by a separate Carrier Partner, and their terms and conditions will govern the actual transportation, including liability for loss, damage, or delay during transit. It is your sole responsibility to review and understand the terms and conditions of the specific Carrier Partner nominated for your shipment. Express Road will, upon your request, provide guidance on how to access these Carrier Partner terms.

Even if the facilitation of the carriage of the shipment forms part of another type of contract between you and us, these terms and conditions apply to the contract agreed between you and us in respect of any facilitation of carriage of goods pursuant to the contract.

By concluding any type of contract with us that involves the facilitation of carriage of goods, you agree that:

• the contract for our services is a contract for logistics brokerage and facilitation;
• the contract for the physical carriage of goods is with the Nominated Carrier Partner, and the mode of carriage (road, air, sea) will be subject to the Carrier Partner’s terms applicable to that mode;
• the contract is a contract for the performance of other services if it relates to non-carriage services provided by Express Road.

5.1. Express Road will not facilitate, nor perform other services regarding, goods which are, or which in our and/or our Carrier Partner’s sole opinion are deemed to be, dangerous, including, but not limited to, those specified in: the International Civil Aviation Organisation (ICAO) technical instructions; the International Air Transport Association (IATA) dangerous goods regulations; the International Maritime Dangerous Goods (IMDG) code; the European Agreement concerning the international carriage of Dangerous Goods by Road (ADR) regulations; or any other national or international rules applicable to the transport of dangerous goods, or the rules of any Nominated Carrier Partner.

5.2. We may, at our discretion and subject to approval by the relevant Carrier Partner, facilitate certain dangerous goods for carriage, provided you have been given the status of an approved customer in writing by us and the Carrier Partner before your shipment can be accepted. Your dangerous goods will only be accepted for facilitation if they comply with the applicable regulations (as referred to in paragraph 5.1.a) and our and the Carrier Partner’s requirements. Details of our requirements, together with the procedure for applying for approved customer status, are available from our nearest office. A dangerous goods surcharge will be invoiced to you upon our acceptance of your shipment booking.

5.3. Air Cargo Security Inspections

• a) You must declare and certify by completing our consignment note or tendering a shipment to us that your shipment does not contain a prohibited article as specified in ICAO Annex 17 or other national or international regulations that govern aviation security. You must give us a full description of the contents of the shipment on the consignment note, or other accompanying document, and you assume responsibility and liability for compliance with this information. Shipments facilitated by us and carried by our Carrier Partners may be subject to security screening which could include the use of X-ray equipment. You accept that your shipment may be opened and the contents of your shipment may be examined in transit by the Carrier Partner or relevant authorities.
• b) You declare that you have prepared the shipment for carriage in secure premises using reliable staff employed by you or on your behalf. You also declare that the shipment has been safeguarded against unauthorized interference during preparation, storage, and transportation immediately prior to acceptance for carriage by the Carrier Partner.

5.4. Prohibited Items
We do not facilitate shipments that contain prohibited items. For a detailed, non-exhaustive list of such items, please refer to our website at https://www.expressroad.co.za/prohibited_items_list and note that Carrier Partners may have additional restrictions.

5.5. We facilitate shipments only upon your declaration of the type and value of the shipment (“said to contain” basis). Express Road has no responsibility whatsoever as to the correctness of the description, type, or value thereof provided by you to the Carrier Partner, and you agree to indemnify us and hold us harmless from any claims that may be brought against us arising out of or relating to such declaration by you, and from any costs we will incur relating thereto.

You agree that our Carrier Partners, or any governmental authority including customs, may open and inspect your shipment at any time.

Weekend days, public holidays, and bank holidays, together with delays caused by customs or other events beyond our or the Carrier Partner's control, are not included when we quote door-to-door delivery times based on Carrier Partner estimates in our published literature. The route and the method by which our Carrier Partner transports your shipment shall be at their sole discretion.

8.1 You hereby appoint Express Road as your limited agent solely for the purpose of instructing and facilitating the clearing and entering of the shipment through customs via our Carrier Partners or their designated agents. You also certify that Express Road may act as an intermediary for you for the purpose of designating a customs broker to perform customs clearances and entries if our Carrier Partners subcontract this work. If any customs authority requires additional documentation for the purpose of confirming the import/export declaration, or our or the Carrier Partner's customs clearance status, it is your responsibility to provide the required documentation at your expense.

8.2 You certify that all statements and information you provide relating to the exportation and importation of the shipment will be true and correct. You acknowledge that in the event that you make untrue or fraudulent statements about the shipment, or any of its contents, you risk a claim and/or criminal prosecutions, the penalties for which include forfeiture and sale of your shipment. To the extent that we may voluntarily assist you in completing the required customs and other formalities, such assistance will be rendered at your sole risk. You agree to indemnify us and hold us harmless from any claims that may be brought against us arising from the information you provide to us and any costs we will incur regarding this, and pay any administration fee we may charge you for providing the services described in this condition.

8.3 Any customs duties, taxes (including, but not limited to, VAT if applicable), penalties, storage charges, or other expenses Express Road or the Carrier Partner incurs as a result of the actions of customs or other governmental authorities, or your failure and/or the receiver’s failure, to provide proper documentation and/or to obtain the required license or permit, will be charged to you or the receiver of the shipment. In the event that we or the Carrier Partner decide to charge the receiver, and the receiver refuses to pay, then you agree to pay them to us, together with our reasonable administration fee as well as any extra costs we will incur. Upon your first request, you will provide a proper guarantee for any of the duties, taxes, penalties, storage charges, or any other expenses set out in this condition.

8.4 Express Road will endeavour to facilitate customs clearance formalities for your shipment via our Carrier Partners, but Express Road is not liable for any delays, losses, or damage caused by interference from customs officers or other governmental authorities, save for Express Road’s gross negligence or willful misconduct in its facilitation role.

If our Carrier Partner is unable to deliver a shipment because of an incorrect address, they will make all reasonable efforts to find the correct address. We will notify you of the correction and Express Road will facilitate delivery or attempted delivery to the corrected address, although additional charges may apply if the correct address is different to the one shown on the consignment note or the label affixed to your shipment. Deliveries to post office box numbers are generally not accepted by our Carrier Partners, except where specific arrangements are made and agreed upon. In cases where P.O. Box deliveries are accepted, you must also provide a functioning telephone number of the consignee. Express Road and its Carrier Partner will not be liable if a shipment cannot be delivered when only a post office box address is provided. If, in the event, the Carrier Partner is unable to deliver the shipment at the first attempt then you agree that the Carrier Partner may post the shipment to the consignee and proof of posting is sufficient proof of delivery at your sole risk.

Where the Carrier Partner is unable to complete the delivery of a shipment, they will try to leave a notice at the receiver’s address stating that delivery has been attempted and the whereabouts of the shipment. If delivery has not been made after one more attempt by the Carrier Partner, or if the receiver refuses to accept delivery, we will try to contact you and agree on the appropriate next action. You agree to pay us any reasonable costs Express Road or the Carrier Partner incurs in forwarding, disposing of, or returning the shipment, and our charges (if any) for making a third or more delivery, and for the agreed appropriate next action. If we do not receive your instructions within 30 days after our second attempt to notify you regarding the shipment, then you agree that Express Road may instruct the Carrier Partner to destroy or sell the content of the shipment without any further liability to you or the Carrier Partner.

You warrant, represent, and guarantee to us, and to the Carrier Partner, that:

• a) the contents of the shipment (including, but not limited to, weight and number of items) have been properly described on our consignment note and any documentation provided to the Carrier Partner;
• b) the contents of the shipment have been correctly labeled, and the label or labels have been securely fixed by you in a prominent position on the outer surface of the shipment, so that they can be clearly seen by the Carrier Partner;
• c) the consignee’s full address, including the postcode, has been accurately and legibly entered on our consignment note and any address label securely fixed by you to a prominent position on the outer surface of the shipment;
• d) the contents of the shipment have been prepared and packed safely and carefully by you to protect against the ordinary risks of transport by the Carrier Partner, including any associated sortation and/or handling process;
• e) you have declared the correct weight and dimensions of the shipment, and you will provide any special equipment Express Road or the Carrier Partner may need to load or unload the shipment on or off their vehicles;
• f) you have securely fixed a heavy weight label in a prominent position on the outer surface of the shipment, so that it can clearly be seen by the Carrier Partner for any item weighing 30 kilos or more;
• g) the contents of the shipment are not ones restricted by IATA or ICAO, are not prohibited items, and neither you nor the consignee is a person or organization with whom Express Road, the Carrier Partner, or you may not legally trade under any applicable laws or regulations;
• h) where the receiver or a third party pays the charges, your VAT identity number and that of the receiver or third party has been correctly given to us in writing;
• i) when you have asked us to charge the receiver or a third party, and the receiver or third party does not pay us, you will promptly settle our invoice together with a reasonable administration fee in full within 7 days of us sending you the invoice;
• j) all applicable laws and regulations, including but not limited to those relating to dangerous goods, export/import, and consumer protection, have been complied with by you;
• k) in shipments that will be carried across borders, you have included the correct commercial invoice related to the shipment (mentioning correct “bill to address” with applicable VAT number, correct and clear description of the commodity, the General Agreement on Tariffs and Trade (“GATT”) code being the first 6 digits of the Harmonised System (“HS”) code and the correct weight of the shipment);
• l) you have taken all reasonable precautions to comply with all conventions, directives and legislation relating to the protection of personal data transferred to us and the Carrier Partner as required for the Service, including if practicable encryption of sensitive personal data;
• m) the value of any shipment does not exceed 25,000 Euros (or the equivalent in South African Rand, at the prevailing exchange rate), or any lower limit imposed by the Nominated Carrier Partner for that service.

You agree to indemnify us and hold us harmless from any liabilities we may suffer, or any costs, damages, or expenses, including legal costs, we incur either to you or anyone else arising out of you being in breach of any of these warranties, representations, and guarantees, even if Express Road or the Carrier Partner inadvertently accepts a shipment or booking that contravenes any of our obligations.

12.1 EXPRESS ROAD ACTS SOLELY AS A LOGISTICS BROKER AND PLATFORM PROVIDER. THE PHYSICAL CARRIAGE OF YOUR SHIPMENT IS PERFORMED BY A SEPARATE NOMINATED CARRIER PARTNER. THEREFORE, EXPRESS ROAD SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, MISDELIVERY, NON-DELIVERY, OR DELAY OF YOUR SHIPMENT OR ANY PART OF IT THAT ARISES FROM THE ACTUAL CARRIAGE, PHYSICAL HANDLING, TRANSPORTATION, OR STORAGE OF THE GOODS BY THE NOMINATED CARRIER PARTNER.

12.2 Our liability relating to our brokerage and other services (excluding liability directly related to physical carriage by a Carrier Partner), for whatever reason, including without limitation breach of contract or negligence in the provision of our services, is at all times limited to the lower of the actual direct losses suffered by you as a direct result of Express Road's demonstrable error or negligence, or the total sum of the brokerage/service fee paid by you to Express Road for that specific shipment or service during the 6 (six) months immediately preceding the losses being incurred.

12.3 For clarity, liability for physical loss, damage, or delay during carriage is governed by the terms and conditions of the specific Nominated Carrier Partner and any applicable international conventions (such as the Warsaw Convention for air carriage or the CMR for international road carriage), whose terms you agree to be bound by.

13.1 Express Road will not be liable for any loss of income, loss of profits, loss of markets, loss of reputation, loss of customers, loss of use, loss of an opportunity, or for any indirect, incidental, special, or consequential damages or loss howsoever arising, including without limitation breach of contract or negligence, even if Express Road had knowledge that such damages or loss might arise. Notwithstanding this, nothing in these terms and conditions shall be interpreted as limiting our liability for direct losses caused by our gross negligence or willful misconduct in the provision of our brokerage and other services, or for any liability that cannot be excluded by mandatory South African law, including the Consumer Protection Act, 68 of 2008.

13.2 Express Road is not liable if we do not fulfill any obligations towards you at all as a result of:

• a) circumstances beyond our reasonable control such as (but not limited to):
  • acts of god including earthquakes, cyclones, storms, flooding, fire, disease, fog, snow or frost;
  • force majeure including (but not limited to) war, accidents, acts of public enemies, strikes, embargoes, perils of the air, local disputes or civil commotions;
  • national or local disruptions in air or ground transportation networks and mechanical problems to modes of transport of machinery;
  • latent defects or inherent vice in the contents of the shipment;
  • criminal acts of third parties such as theft and arson.
• b) your acts or omissions, or those of third parties, such as:
  • you being in breach of (or any other party claiming an interest in the shipment causing you to breach) your obligations under these terms and conditions, and in particular, those warranties set out in condition 11;
  • an act or omission of any customs, airline, airport, Carrier Partner, or government official.

13.3 Express Road does not facilitate shipments that contain prohibited items. We are not a common carrier and do not accept from you any liabilities of a common carrier. Services facilitated by Express Road via our Carrier Partners may have restrictions on residential address deliveries; these will be communicated at the time of booking.

Valuable goods such as precious stones, precious metals, jewellery, money, negotiable instruments, unprotected furniture, glass or china, objects of art, antiques, and important documents that include passports, tenders, share and option certificates, should not generally be sent through our facilitated network delivery systems due to the inherent risks involved in mechanical handling, automated sortation, and multiple transshipments by Carrier Partners, which could result in loss and/or damage. If you nevertheless send, or cause us to facilitate the sending of, such goods, it shall be at your own risk, save where such loss or damage is caused by Express Road's gross negligence or willful misconduct in its brokerage role, or where specifically covered by Express Road Insurance (Clause 15) or the Nominated Carrier Partner's own liability (subject to their terms and conditions).

15.1 Optional Express Road Insurance:
Express Road offers optional Goods in Transit insurance cover for certain shipments, subject to specific stipulation at the time of booking and payment of an additional premium. This Express Road Insurance is underwritten by a third-party insurer and is governed by the terms and conditions of that specific insurance policy, which will be provided to you upon request or made available on our platform. Express Road is not an insurer and only facilitates the arrangement of this insurance. Your rights and remedies in respect of this Express Road Insurance are solely against the specific insurer, in accordance with the terms of their policy.

15.2 Carrier Partner Liability and FreightGuard System:

• a) Unless Express Road Insurance is specifically purchased (as per 15.1), the liability for physical loss, damage, or delay of your shipment during carriage rests primarily with the Nominated Carrier Partner, subject to their terms and conditions and applicable international conventions (e.g., Warsaw Convention, CMR).
• b) Where the Nominated Carrier Partner is a participant in the FreightGuard System, any claim for loss or damage to goods may be processed through the FreightGuard Service Guarantee Programme. This programme provides a limited liability cap per consignment (e.g., typically R5,000 - R10,000), covers specific risks (e.g., fire, hi-jacking, accidents), and involves an independent assessment process. The applicability of the FreightGuard System and its terms are strictly stipulated prior to service engagement with relevant Carrier Partners.

15.3 Your Responsibility:
It remains your responsibility to ensure that adequate insurance cover (either via Express Road Insurance or your own policy) is in place for the full value of your consignment, particularly for high-value items, as the liability limits of Carrier Partners (and the FreightGuard System) are often significantly lower than the actual value of goods.

You undertake to us that should any other person claiming an interest in the shipment bring a claim or action against Express Road as a result of the physical carriage of the shipment (which is performed by a Carrier Partner), even if Express Road may have been negligent in its own facilitation role, you will indemnify us against such claim or action, including any costs and expenses incurred in defending it. This indemnity does not preclude any valid claim a third party may have directly against Express Road under applicable law for Express Road’s own actions.

If you wish to claim for a lost, damaged, or delayed shipment, or for any other damages, you must notify Express Road in writing timeously. Express Road will endeavour to assist you in facilitating the claim process with the relevant Nominated Carrier Partner and/or (if applicable) with the Express Road Insurance provider or the FreightGuard System. However, the formal lodging of the claim, its processing, and the determination of liability for loss, damage, or delay during carriage will be subject to the specific claims procedure and terms and conditions of the Nominated Carrier Partner and any applicable international convention, or the terms of the specific Express Road Insurance policy or FreightGuard System (the applicability of which is strictly stipulated prior to service engagement).

You must comply with any applicable convention and with the following procedure, otherwise we reserve the right to reject your claim made against Express Road and the Carrier Partner / Insurer / FreightGuard may reject your claim against them:

• a) you must notify Express Road in writing about the loss, damage, or delay within 21 days after delivery of shipment, within 21 days from the date the shipment should have been delivered, or if the claim relates to other services facilitated by Express Road, within 21 days from the date you ought reasonably to have become aware of the loss, damage, or delay and then within the next 21 days, you must document your claim by sending us all relevant information about the shipment and/or the loss, damage, or delay suffered. Express Road is not obliged to act on any claim until our charges have been paid, nor are you entitled to deduct the amount of your claim from our charges;
• b) Express Road will assume the shipment was delivered in good condition unless the receiver has noted any damage on the Carrier Partner's delivery record when he or she accepted the shipment. In order for Express Road to assist with a claim for damage, the contents of your shipment and the original packaging must be made available to the Carrier Partner for inspection.
• c) save as otherwise provided by any applicable convention and or law, your right to claim damages against Express Road shall be extinguished unless an action is brought in a court of law against Express Road within 6 months from the date of delivery of the shipment, or from the date on which the shipment should have been delivered, or from the date on which the carriage ended, or if the claim relates to other services facilitated by Express Road, within 6 months from the date you ought reasonably to have become aware of the loss, damage, or delay;
• d) in case of acceptance by the Carrier Partner or Express Road, or the relevant insurer/FreightGuard, of part or all of your claim, you warrant to us that your insurers or any other third party having an interest in the shipment shall have waived any rights, remedies, or relief to which they might become entitled by subrogation or otherwise;
• e) the shipment will not be deemed to be lost until at least 30 days have elapsed since the date you notified Express Road of the non-delivery. Express Road or the Carrier Partner may agree in writing to shorten this period.

You agree to pay our charges for the brokerage and facilitation of the carriage of the shipment between the locations specified, or for the performance by us of other services, and any value added taxes thereon, within 7 days from the date of our invoice. You waive all your rights to challenge our invoices if you do not contest our invoice in writing within 7 days from the date of invoice. Our charges are calculated in accordance with the rates applicable to your shipment as set out in our current rate card or in the relevant contract. We may check the weight and/or volume of and/or the number of items within your shipment, and if we find that there is a discrepancy between your declared weight and/or volume of items, you agree that the weight and/or the number of items that we determine may be used for the purpose of our calculation and adjusted billing by Express Road or the Carrier Partner. As a matter of course, all import duties, value-added taxes on goods, and all other charges levied on the shipment in the destination country by authorities or the Carrier Partner shall be payable to us by the receiver upon delivery of the shipment, and if the receiver refuses to pay, you agree to pay us these amounts in full within 7 days of us notifying you that the receiver has not paid. You agree that we may charge interest on all invoices not paid within 7 days from the invoice date at the rate of the prevailing prime overdraft rate charged by the major commercial banks in South Africa, plus 2% (two percent), or the maximum rate allowed by the National Credit Act, 34 of 2005 (if applicable).

You agree to pay our reasonable and proper cost of collection of invoices not paid within 7 days from the invoice date.

19.1 You will be required to provide Express Road with Personal Information in your use of our platform and Services and for purposes of facilitating the Carrier Services. You expressly consent to Express Road processing Personal Information for purposes of providing our Services and/or for the purposes of facilitating the Carrier Services. "Processing" shall mean any act involving inter alia the collection, consultation, distribution, storage, retrieval, recording, modification, collation or any other use of Personal Information.

19.2 You hereby expressly consent to Express Road providing its agents, subcontractors (including Carrier Partners), or other third parties with your Personal Information and that of the consignee (and any other relevant parties) solely for the purpose of Express Road fulfilling its contractual obligations and/or for the Nominated Carrier Partners to render the Carrier Services. You further acknowledge that providing Personal Information to Express Road, its agents, subcontractors, or Carrier Partners may necessitate the cross-border transfer of Personal Information, and you hereby provide your express consent to such necessary cross-border transfer of the Personal Information.

19.3 In the event of you providing Personal Information to Express Road of any third party for purposes of the Services and/or the Carrier Services, you hereby warrant that the relevant authority and/or permission to do so has been obtained from the third party in question.

19.4 Express Road will take all reasonable precautions to prevent any loss, theft, misuse or unauthorised access of your Personal Information, in accordance with the Protection of Personal Information Act, 4 of 2013 (POPIA).

19.5 You hereby warrant that the Personal Information provided to Express Road is accurate, up to date and not false, misleading, deceptive or fraudulent.

19.6 For full details on how Express Road collects, uses, stores, and protects your personal information, please refer to our comprehensive Privacy Policy available at https://www.expressroad.co.za/privacy_policy.

20.1 In the event that any term or condition is declared invalid or unenforceable by a competent court of law, such a determination shall not affect the other provisions of this contract, all of which shall remain in full force and effect.

20.2 Save as provided by any applicable international conventions (which apply to the Nominated Carrier Partner's performance of carriage), disputes arising from or related to the brokerage and other services provided by Express Road under this contract shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties irrevocably submit to the non-exclusive jurisdiction of the competent courts of the Republic of South Africa.