Terms of Service

Terms & Conditions

Date of Last Revision: Apr. 21, 2023

1. Applicability

The terms and conditions of these Terms of Service govern the services provided by Globallyfulfill to the Client. These Terms of Service should be read together with any Statement of Work entered into between Globallyfulfill and the Client. Each Statement of Work and Terms of Service (collectively, this “Agreement comprises the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. If and to the extent that the Terms of Service conflict with the Statement of Work, the Statement of Work shall prevail. The Terms of Service should be read together with our Privacy PolicyCapitalized terms used but not defined in these Terms of Service shall have the meanings set out in the Statement of Work. References to ‘we’, ‘us’, and ‘our’ are to Globallyfulfill, and references to ‘you’ and ‘your’ are to the Client.

2. Our Services

Globallyfulfill shall provide the services to the Client as described in the Statement of Work (the “Services”) according to these Terms of Service. Globallyfulfill will perform the Services with reasonable skill and care. We may outsource certain functions and work related to the Services to third-party carriers, couriers, customs brokers, agents, and others to which the Client’s goods and packaging materials (the “Client Goods”) are entrusted for transportation, packaging, handling, delivery, storage or otherwise (“Third Parties”) either locally or abroad. Where this occurs, we will take all reasonable steps to ensure that those Third Parties recognize and comply with their obligations of confidentiality. You consent to such outsourcing arrangements including the transfer of any personal data to such Third Parties. Globallyfulfill shall not be liable or responsible for any negligence, malpractice, fault, errors, or omissions in the performance of the Services by any Third Parties.

3. Client Obligations

The Client shall:

(a) Cooperate with Globallyfulfill in all matters relating to the Services and provide such materials and/or information as may be required by Globallyfulfill to carry out the Services on time and ensure that such materials or information are complete and accurate;

(b) Respond promptly to Globallyfulfill’s requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Globallyfulfill to carry out the Services in accordance with the requirements of these Terms of Service;

(c) Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to Globallyfulfill’s services before the date on which the Services are to commence.

4. Rate Cards and Cost Simulation

(a) Globallyfulfill shall provide the client with a rate card (“rate card”) and/or an initial cost simulation based on the information provided by the client during the engagement process (the “cost simulation”). rate cards or cost simulations provided by Globallyfulfill to the client are for informational purposes only and are subject to change without notice. the rate cards and/or cost simulation shall not be binding upon Globallyfulfill.

(b) typically, known surcharges such as fuel surcharges and delivery area surcharges will be included in the shipping price at the time of shipment. the amount set out in the final billing invoice may differ from the cost simulation as the final chargeable amount may vary based upon a number of factors including, inter alia, incomplete or inaccurate product information, returns to sender, changes in couriers or shipping prices and additional services requested by the client. therefore, Globallyfulfill reserves the right to bill for, and the client shall be responsible for, additional fees including, without limitation, customs and brokerage fees, additional delivery attempts, and other carrier adjustments that are billed to Globallyfulfill by third parties.

5. Globallyfulfill ERP integration

(a) As part of the Services provided by Globallyfulfill, the Client may integrate or connect its online shopping cart or eCommerce platform with Globallyfulfill’s cloud-based ERP integration (the “Globallyfulfill ERP integration”). The Globallyfulfill ERP integration may be updated and modified from time to time, often without prior notice to you. Your continued use of the Globallyfulfill ERP integration constitutes your acceptance of such modifications.

(b) The Client may specify one or more administrators (each an “Administrator”) to manage its account on the Globallyfulfill ERP integration. Administrators have the ability to access, monitor, use, export, and disclose content on the Globallyfulfill ERP integration. The Client is responsible for

(i) the selection of its Administrator(s);

(ii) maintaining the confidentiality of passwords and Administrator accounts;

(iii) managing access to Administrator accounts; and

(iv) ensuring that each Administrator’s use of the Globallyfulfill ERP integration complies with these Terms of Service. Globallyfulfill shall not be held liable for any actions on the part of the Client’s Administrator(s).

(c) The Globallyfulfill ERP integration is made available to you by Globallyfulfill to carry out the Services, which use must be in compliance with all applicable laws, rules, and regulations and must not infringe or violate third-party rights.

6. Inbound Goods and Receiving Policy

(a) Globallyfulfill may require the Client to send product samples to Globallyfulfill’s office address for inspection before confirmation of the Inbound Date.

(b) The Client shall be responsible for arranging the inbound shipment of the Client Goods to Globallyfulfill’s warehouse and for all related transportation and handling charges with relevant third parties, including duties, customs, or charges related to the Client Goods.

(c) The Client shall be responsible for ensuring that all Client Goods are properly packaged and correctly labeled in accordance with Globallyfulfill’s labeling requirements as set out herein or on Globallyfulfill’s website before delivery to Globallyfulfill’s warehouse.

(d) Globallyfulfill shall not be liable for any discrepancy in the quantity, quality, or condition of the Client Goods that are received at Globallyfulfill’s warehouse. Receiving checks for incoming Client Goods will be based on a carton level, provided that each carton is clearly and properly labeled unless there is a prior agreement between the Client and Globallyfulfill for a per piece inventory count. The Client shall be responsible for ensuring all inbound shipments of Client Goods

(e) Globallyfulfill may, in its sole discretion, refuse, return or dispose of any inbound shipment that does not comply with its receiving policy or is determined to be illegal, hazardous, or otherwise, at the Client’s cost, and shall not be liable or responsible for any loss or damage of any nature to, or related to, such refused goods.

7. Labeling and Orders Policy

(a) The Client shall be responsible for providing such information as Globallyfulfill may require in accordance with the timeline set out in the Statement of Work. The Client shall ensure that all information provided is accurate and complete. Any inaccurate or incomplete information may result in delays to the Fulfillment Date and Globallyfulfill shall not be liable for any resulting loss or damage.

(b) The Client shall be responsible for sending all order submissions to Globallyfulfill in accordance with Globallyfulfill’s requirements and that all information provided is complete and accurate to ensure that shipments are not delayed. Globallyfulfill shall not be responsible for any order submission errors or delays by the Client. Any amendments made by the Client after

(i) an order has been approved and is pending fulfillment; or

(ii) the applicable cut-off time

may not be processed and Globallyfulfill shall not be responsible for any shipping delays or incorrect shipments as a result thereof. Any subsequent requests by the Client to amend shipping labels may result in delays and/or the Client incurring additional charges.

(c) The Client shall be responsible for ensuring that all Client Goods (at both carton and unit level) have the proper and correct barcode label to ensure proper inventory management as well as proper pick and pack and fulfillment processes. Globallyfulfill shall not be held liable for the accurate record keeping or fulfillment of Client Goods that are not properly and correctly labeled. Globallyfulfill may label any Client Goods at an additional cost to the Client.

(d) Globallyfulfill’s order edit cut-off time is 8 a.m. China Beijing Time from Monday to Friday (“Cut-Off Time). Globallyfulfill aims to process all orders that have been submitted and approved via the Fulfillment integration Order before the Cut-Off Time within 24 to 48 hours. However, order processing may be delayed during

(i) peak season dates including December and the week of Chinese New Year;

(ii) public holidays in China; or

(iii) a day throughout or for part of which an orange rainstorm warning or Typhoon Signal Level 6 or above is issued by the Guangzhou Observatory.

8. Couriers and Shipping Policy

(a) Globallyfulfill shall not be responsible or liable for delays and any resulting loss or damage caused by Third Parties selected to render the Services. Delays may be caused by various factors beyond Globallyfulfill’s control, such as natural disasters, strikes, or peak fulfillment periods during holiday seasons. Further, Globallyfulfill cannot guarantee delivery for international shipments as customs and customs agents can delay, refuse to process, assess brokerage, lose, or impose unanticipated customs, tax, or duties on international shipments at their discretion.

(b) Globallyfulfill shall use its best judgment in selecting the appropriate packaging and gift packaging for all orders. If the Client has provided ship-ready Client Goods or custom packaging and Globallyfulfill determines the packaging to be unfit for shipping, Globallyfulfill may offer additional packaging for an additional fee or return the Client Goods to you at your cost.

(d) The Client may request a proof of delivery (“POD”) if there is no status update from any Third Parties for 14 Business Days or if the delivery status does not indicate whether the Client Goods have been delivered after a normal postal transit time of 3 to 4 weeks from the fulfillment date. Upon the Client’s request, Globallyfulfill shall use all reasonable efforts to acquire a POD on behalf of the Client from Third Parties. Globallyfulfill cannot guarantee that Third Parties will provide a POD and shall not be responsible for any delays caused by Third Parties in providing a POD.

(e) All claims in connection with damaged or lost Client Goods during delivery shall be brought solely against relevant Third Parties and/or its agents. In connection with any such claim, Globallyfulfill shall reasonably assist and cooperate with the Client, which may be liable for any charges or costs incurred by Globallyfulfill. As Third Parties require claims to be submitted within a specific period, it is the Client’s responsibility to notify Globallyfulfill in advance of any claims it intends to bring.

9. Duties, taxes, or clearance-related charges

(a)The Client shall be responsible for all duties, taxes, or clearance-related charges for all applicable inbound and outbound shipments of the Client Goods. If the Client chooses to send packages Delivery Duties Paid (DDP) for outbound shipments, the Client shall also be responsible for all administration fees charged by Third Parties for processing such duties, taxes, or clearance-related charges. Where the Client decides to ship Delivery Duties Unpaid (DDU), no administrative fees for processing duties, taxes or clearance-related charges will be charged to the Client.

(b) Globallyfulfill will not provide credit terms to the Client in respect of, inter alia, duties, taxes, and tariffs such as gross or general sales taxes (GST) and value-added taxes (VAT) or any related charges. The Client must either prepay such amounts to Globallyfulfill prior to shipping or place a security deposit on these amounts.

10. Storage and Inventory Policy

(a) The Client Goods are not insured by Globallyfulfill against any loss or damage, however, caused. Globallyfulfill strongly recommends that the Client procure insurance for the Client’s Goods at its own cost.

(b) Title to the Client Goods will remain with the Client. Notwithstanding anything herein to the contrary, nothing in this Agreement may be deemed to waive or otherwise limit any lien rights that Globallyfulfill may have under applicable law with respect to the Client Goods.

(c) Globallyfulfill may move the Client Goods within a warehouse and between warehouses by giving 30 days’ notice. Any request by the Client to move the Client’s Goods to another warehouse will be at the Client’s own cost.

(d) Globallyfulfill reserves the right to dispose or sell the Client Goods by giving 7 Business Days’ notice if the Client fails to collect any Client Goods stored in Globallyfulfill’s warehouse within a reasonable period after the due date of the final invoice.

11. Fees and Payment Terms

(a) Clients must provide valid details when registering for the ERP integration.

(b) The Client agrees to pay our fees as set out in our invoices in consideration of the Services provided by Globallyfulfill. Our invoices are to be paid in the currency stated therein.

(c) Globallyfulfill shall bill the Client on a monthly, weekly, or daily basis as determined by Globallyfulfill from time to time.

(d) Globallyfulfill’s service pricing is subject to change. A minimum of 30 days’ notice will be provided to the Client in writing before new prices are in effect. Fees charged by Third Parties are subject to change without notice and shall not under any circumstances be binding upon Globallyfulfill.

(e) The Client shall pay all invoiced amounts due to Globallyfulfill within 7 Business Days from the date of Globallyfulfill’s invoice. Globallyfulfill will notify the Client of the accepted payment methods and regularly communicate any changes to such payment methods. The Client shall be responsible for any bank remittance service charges levied and Globallyfulfill will only credit the final amount received to the Client’s account.

(f) In the event payments are not received by Globallyfulfill within 7 Business Days after becoming due, Globallyfulfill reserves the right to charge interest on any such unpaid amounts at a rate of 1% per month from the date such payment was due until the date paid and suspend performance for all services until payment has been made in full.

(g) Globallyfulfill may at its sole discretion, request full payment as a condition for the release of the Client Goods. Globallyfulfill reserves the right to charge the Client for any reasonable charges and services incurred on behalf of the Client, including, without limitation, customs, duties, taxes, remote area delivery type charges, unexpected storage charges, revised billings from Third Parties, and ad-hoc labor requests.

(h) Documentation handling fees (“Documentation Fee”) will be charged for orders that are shipped on the Client’s courier accounts instead of Globallyfulfill’s accounts. The Documentation Fee is a handling fee only and does not replace the work of advice of professional customs and clearance brokers. Supporting documentation may be requested and this does not waive the Documentation Fee. Globallyfulfill may publish or change the Documentation Fee at any time without notice.

12. Lien

Globallyfulfill shall have a lien on the Client Goods in Globallyfulfill’s actual or constructive possession, custody, or control in respect of all sums of whatever nature that are due and payable by the Client to Globallyfulfill, including, but not limited to, interest and legal costs and expenses. Globallyfulfill may refuse to surrender possession of the Client Goods until all sums due and payable to Globallyfulfill are paid in full. If such amounts remain unpaid for 30 days after Globallyfulfill’s demand for payment, Globallyfulfill may, at its absolute discretion, sell the Client Goods by way of public or private sale or any other method Globallyfulfill deems appropriate without further notice and apply the net proceeds to the sums owed to Globallyfulfill. Any surplus from such sale shall be transferred to the Client and the rights of Globallyfulfill are reserved for any shortfall after the disposal of the Client Goods. If Globallyfulfill after a reasonable effort is unable to sell the Client Goods Globallyfulfill may dispose of them in any lawful manner and shall incur no liability by reason of such disposition.

13. Termination

Without affecting any other right or remedy provided under these Terms of Service, Globallyfulfill may at any time terminate the Agreement with immediate effect by giving written notice to the Client if the Client:

(i) fails to pay any amount when due under this Agreement and such failure continues for 7 Business Days after receipt of written notice of nonpayment;

(ii) has not otherwise performed or complied with any of the Terms of Service, in whole or in part;

(iii) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

(iv) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Either Globallyfulfill or the Client may, without prejudice to its other rights or remedies, terminate this Agreement for any reason upon giving 30 days written notice to the other party (the “Termination Notice Period”). The Client may have full or limited access to the Globallyfulfill ERP integration during the Termination Notice Period. Globallyfulfill shall continue to process and fulfill all orders which have been submitted by the Client via the Globallyfulfill ERP integration or otherwise during the Termination Notice Period.

(c) Upon termination of this Agreement for any reason, the Client shall immediately pay Globallyfulfill any outstanding unpaid invoices and interest due to Globallyfulfill. Globallyfulfill shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt. Globallyfulfill shall promptly refund a such portion of the sums prepaid by the Client as it relates to the period after expiry or termination on a pro-rata basis.

14. Intellectual Property

(a) Globallyfulfill shall retain ownership of all its patents, rights to inventions, copyright, and related rights, trademarks, business names, and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (“Intellectual Property Rights”).

(b) The Client shall retain ownership of all Intellectual Property Rights in the Client Goods and any other materials and data supplied by the Client to Globallyfulfill.

(c) You agree that Globallyfulfill may use and refer to your company, trademarks, service marks, trade names, images, characters, logos, domain names, and other distinctive brand features or identification in Globallyfulfill’s marketing and advertising materials.

15. Confidential Information

(a) Neither Globallyfulfill nor the Client shall disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party except to:

(i) its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this Clause 15;

(ii) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

(b) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

16. Limitation of liability

(a) The Client acknowledges and agrees that Globallyfulfill shall not be responsible or liable for any damage to or loss suffered by the Client whether due to non-delivery or miss-delivery or misdirection of the Client Goods or for any delay or deviation in respect of the transportation or delivery or another handling of the Client Goods as a result of any act or omission (including, without limitation, any negligence or willful neglect or default) of any Third Parties whether or not selected by or retained by Globallyfulfill.

(b) Without prejudice to the Agreement, Globallyfulfill shall not be responsible or liable for any damage to or loss suffered by the Client unless it is proved that such damage or loss was due to the wilful neglect or wilful default of Globallyfulfill or its agents, subcontractors, and personnel.

(c) Subject to Clause 16(b), Globallyfulfill’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the actual value of the Client Goods or the amount paid or payable by the Client to Globallyfulfill for the Services (excluding fees to Third Parties), whichever is less.

(d) The Client agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) Globallyfulfill shall not in any circumstances have any liability otherwise than in accordance with the express terms of this Agreement; and

(e) Without prejudice to the generality of this Clause 16, Globallyfulfill shall not in any event, whether under Clause 16(b) or otherwise, be liable to the Client for any incidental, indirect, consequential loss or damage of any kind (including, without limitation, loss of market, profits, sales, agreements, contracts, anticipated savings, business or goodwill) whether in contract, tort (including negligence), for breach of statutory duty, or otherwise.

17. Indemnification

You shall defend, indemnify, and hold harmless Globallyfulfill from and against any claims, actions or demands, liabilities (including court costs and attorney’s fees), tax obligations, fines, and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from

(a) your breach of this Agreement.

(b) any of Your Content.

(d) your fraud or misrepresentation in connection with the Services or with your access, contribution to, or use of the Services, or.

(e) your misuse of the Services (“Claims”). Globallyfulfill shall provide notice to you of any claim. Globallyfulfill reserves the right to assume the exclusive defense and control of any third-party Claims which are subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Globallyfulfill ’s defense of such Claim. This indemnity shall include, without limitation, all Claims in tort, contract, by statute, or otherwise, including Claims for personal injury (including death) and actual or tangible property damage.

18. Force Majeure

(a) Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month, the party not affected may terminate this Agreement by giving 14 days’ notice to the affected party.

(b) If termination occurs under Clause 18(a), all sums paid to Globallyfulfill by the Client under this Agreement shall be refunded to the Client, except that Globallyfulfill shall be entitled to payment on a quantum merit basis for all work done before termination, provided that Globallyfulfill takes all reasonable steps to mitigate the amount due.

19. Severability

Each clause and sub-clause of the Agreement shall be independently interpreted and enforceable. If any clause or sub-clause of the Agreement is declared void, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remainder shall survive unaffected.

20. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

21. Waiver

Our failure to exercise or enforce any right or provision of this Agreement, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or our right to act with respect to subsequent or similar breaches.

22. Amendments and Modifications

(a) Any variation to the Services set out in the Statement of Work shall not be effective unless it is in writing and signed by the parties (or their authorized representatives).

(b) Globallyfulfill may amend or replace these Terms of Service from time to time. In such circumstances we shall notify you of the changes and the new or amended Terms of Service will become part of the Agreement 14 days after.

23. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service and notices related to the Client’s account, will be in writing and given via email using the email address associated with your account. The date of receipt will be deemed the date on which such notice is transmitted.

24. Disputes

Should any dispute or claim arise out of or in connection with the Services or this Agreement, we and you will attempt to resolve the dispute or claim in good faith in the first instance by negotiation. If such negotiation is unsuccessful, we and you may agree to seek to resolve the dispute or claim by mediation. If it is not possible to resolve the dispute or claim by negotiation or mediation, then it may be dealt with by legal proceedings or arbitration as provided below. Subject to Clause 25 below, in relation to any legal action or proceedings (“Proceedings”) arising out of or in connection with the Services (whether contractual or non-contractual obligations), each of the parties irrevocably submits to the exclusive jurisdiction of the courts of China Guangzhou and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.

25. Governing Law

Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of China.

26. Assignment

You may not assign this Agreement without the prior written consent of Globallyfulfill, but Globallyfulfill may assign or transfer this Agreement, in whole or in part, without restriction.