1. Services provided by Simple Global. The terms used throughout this agreement are defined below:
a. Receiving – Inventory is received at a Simple Global Warehouse
b. Storage – Simple Global will provide storage facilities for the client product:
(i) Bulk Storage
(ii) Picking Locations
c. Order Fulfillment & Pick/Pack – Simple Global will pick and package the products from available inventory and ship products in accordance with Client’s documented instruction.
d. Work Order – Tasks associated non-standard pick and pack functions such as re-labeling, special retailer/wholesaler, or client request.
e. Packaging Materials & Supplies – Simple Global will provide packaging supplies at client request.
f. Returns – Simple Global will accept client product returns in accordance with the terms and conditions herein contained.
g. Third Party Software
h. Kitting/Subscription boxes
2. Inbound Shipments/Receiving
a. Client’s products shall be shipped to a designated Simple Global warehouse, and Client shall incur all costs for inbound shipments which include duties, taxes, and freight. Simple Global will not be deemed the importer of record. Client will not use Simple Global as consignee in the shipper’s document.
b. Client warrants to Simple Global that (i) client is the legal owner and/or has lawful possession or control of the products and has the sole legal right to store and thereafter direct the release and/or delivery of the products, (ii) there are no potential health, safety or environmental hazards associated with the shipment, warehousing or fulfillment of the products tendered to Simple Global under this Agreement, (iii) the products do not contain any material that violates any federal, state and local law and (iv) the products do not contain any hazardous or dangerous materials under applicable laws. If the products do not meet the requirements, the client may incur additional fees from Simple Global, or Simple Global may reject the products without liability. This may result in a delay and the client agrees that Simple Global shall not be liable for any loss or damage as a result of such delay or non-shipment. Simple Global may, in its sole discretion, reject products if it determines that they are dangerous or hazardous.
c. Simple Global will not inspect each individual shipment upon receipt. Rather, Simple Global will deem all of the pertinent information on the packing lists and BOL (such as quantity and description), as accurate. Absent an upon-receipt inspection request from Client, Simple Global shall not be responsible for any discrepancies later found when fulfilling an order or when otherwise rightfully inspecting the Merchandise. An individual upon-receipt inspection is available upon request by Client for an additional fee.
d. Client must provide Simple Global, through Simple Global’s portal, with bills of lading (BOL) for the inventory of all inbound shipments of products prior to the shipment arriving to Simple Global’s facility. Inbound shipments must be properly labeled and clearly identify the units and quantities of each carton. The client verifies that the information set forth on any shipment or delivery document is accurate and complete and may be relied upon by Simple Global. If any inbound inventory received doesn’t follow Simple Global’s instructions, it will be subject to delays, and the client will be charged an additional fee. If the items in such shipment cannot be identified by Simple Global, they may be discarded and Simple Global assumes no responsibility for any associated losses.
e. Client shipments must conform with the following “Receiving Requirements” for processing to take place: (i) Client’s account must be in good standing with invoice payments current; (ii) Simple Global must receive an Advance Shipping Notice (ASN) of each expected shipment at least 48 hours prior to receipt of products; (iii) products must be recorded into the Simple Global system prior to actual receipt; (iv) all shipments must include the correct packing list and bill of lading (“BOL”); (v) all units, cases and pallets must be correctly labeled and barcoded; (vi) each carton must contain 1 SKU; (vii) quantity and product description must match those listed on the ASN and packing slip. If the Client has conformed with the Receiving Requirements, the processing time for such shipment will be 3 Business Days from the date of receipt. If approved expedited receiving will be processed within 24 hours and billed hourly. Shipments are considered received upon being processed by Simple Global within its warehouse facility.
(i) Simple Global is an appointment facility. Inbound and outbound shipments must be scheduled in advance. Hours or operation are Monday through Friday 7AM – 4PM local time excluding designated national US Holidays.
(ii) All shipments not conforming to Receiving Requirements may incur additional processing fees and longer processing time.
3. Warehouse Storage Fees
a. Storage charges become applicable upon the date that Simple Global accepts care, custody and control of the product, regardless of unloading date or date of issue of a warehouse receipt. Storage fees are charged on either cubic dimension, weight, or pallet zone as either a “Bulk” or “Picking” storage types.
b. Client’s storage volume will be limited based on warehouse space availability. Storage fees will be charged based on the service agreement.
4. Order fulfillment and Pick/Pack
a. All Order Fulfillment requests (each an “Order”) must be entered through the System via eCommerce integration, API, CSV, or manual entry through Simple Global portal. Simple Global shall not be responsible for loss of products or Sale resulting solely from Client entry errors (including incorrect ship-to information), incorrect ship-via-codes, file upload errors, or other events that are outside of Simple Global control. Client represents and warrants that the Orders submitted to Simple Global will comply with applicable laws based on the products to be shipped to the destination listed on each specific Order.
b. Simple Global shall provide Standard Fulfillment (also called “Fulfillment”) at the rates set forth in the Agreement. Standard Fulfillment includes picking, packing, and sorting orders to be shipped to the end-user. Very large orders, including freight shipments to retailers, fall outside Standard Fulfillment and will be charged as Work Orders. Any request that entails tasks other than picking, packing, and sorting orders (e.g., adding marketing inserts or thank client notes into packages), falls outside Standard Fulfillment and will be charged separately as set forth in the Agreement or as mutually agreed upon by Simple Global and the Client.
c. Client shall provide shipping and routing instructions for each retailer to which Simple Global will ship product on Client’s behalf. Simple Global shall make every effort to abide by the retailer’s requirements and will perform compliance checks to avoid shipping violations.
d. Client shall advise Simple Global when a retailer introduces new requirements, and Simple Global shall institute procedures to comply with the new requirements. In the event of a warehouse error or dispute, Simple Global shall provide all necessary support and/or documentation to the retailer and shall institute new procedures to avoid reoccurrence of the error, if any. However, Simple Global will not absorb monetary charges associated with a retailer’s chargebacks.
e. Client shall furnish or be responsible for the expense of all supplies necessary to process Retailer/Wholesaler/Distributor specific Work Orders, including but not limited to; label stock, pick tickets, packing lists, bills of lading, pallets, and cartons, unless mentioned elsewhere in the service agreement.
f. Simple Global will establish EDI processes based on clients request. Simple Global shall not be responsible for EDI related costs from retailers/wholesalers when EDI transaction processing is required by Client. All associated costs will be the responsibility of the client.
g. If the Client requests any significant changes to the agreed fulfillment process (such as updating their returns process, or additional packaging/handling), client must provide Simple Global with at least 10 days-notice advanced notice in writing. Simple Global will take up to 2 full weeks to evaluate request and implement any changes. Additional charges may apply.
a. Client shall provide Simple Global with sufficient inventory to fulfill all reasonably predictable sales from each of Client’s sales channels. Upon termination of the agreement, inventory will be returned to Client via a mode of transport selected and paid-for by Client. Client shall pay all outstanding fees and charges owed to Simple Global before inventory will be returned.
b. Simple Global may, from time to time, and at its own discretion, perform stock counts to assess inventory accuracy. If Client requests stock counts for audit or other purposes, Client will be charged a mutually agreed upon hourly rate, or an hourly rate specified by the service agreement.
a. Rates and charges – Rates and charges for services are set forth in the service agreement. For services not specified in the service agreement, Client shall pay Simple Global such compensation as is mutually agreed upon in writing. Rates and charges are based on Client’s declaration of product dimensions and weights. If there should be a deviation from dimensions and weights initially declared by client, Simple Global will notify Client and reprice accordingly based on actual dimensions and weights. Simple Global will make a fulfillment assessment after fulfilling Client’s initial orders and reserves the right to adjust rates based on the assessment. It is standard industry practice that postage and parcel prices are increased at least once per annum by shipping vendors (Carriers). Any change in a carrier’s pricing will be reflected on invoices generated at the time of the change. As Simple Global acts as an agent for shipping, we will make arrangements with licensed and registered couriers, motor carriers or other service providers for Client’s shipments. Shipping rates in the service agreement are subject to change based on rate adjustments by the carriers’ GRI (general rate increase), FSC (fuel surcharge), residential surcharge, remote surcharge, and any other accessorial charges and fees. Simple Global will officially announce rate changes and apply the same percentage of rate change on the same date that any carrier changes rates, and Client will accept rate adjustment accordingly.
b. Shipping Services and Liability – Simple Global acts as an agent for shipping and arranges shipments with licensed and registered couriers, motor carriers, and other service providers. Simple Global will work with Client to determine appropriate shipping solutions. In case of loss, damage or delay of any shipment, Simple Global will exercise best efforts on behalf of the Client to reclaim any funds for which the couriers/motor carriers are liable, but Simple Global shall not be liable for loss, damage or delay of any shipment except those that result from our sole negligence. In no event will our or the servicing courier/motor carrier’s liability exceed the actual landing cost of a shipment. Landing cost only includes manufacturing cost and freight cost.
c. Shipping Insurance – Client assumes the insurance responsibility for inbound and outbound shipments. If requested, Simple Global will assist Client in purchasing insurance options from the shipping carriers. Client recognizes that by shipping a high volume, insuring packages individually can become quite costly over time. Client further recognizes that some carriers may refuse to insure international shipments. To mitigate these problems, Client may consider independently purchasing third-party insurance.
7. Return Processing
a. International shipments that are not delivered are often returned by the Carrier and assessed return shipping, brokerage, and returns processing carrier fees. These fees assessed by the Carriers are billed through to merchants, often without notice. Simple Global give reasonable effort to work with Client to circumvent International returns or abandoned inventory at your request; however, Simple Global reserves the right to charge you fees to the value of the original shipping cost, including all costs and expenses of returns. If a tariff is not available, Simple Global will either put orders on hold until tariff information is available or override the order with no liability to Simple Global. Customs, Duties and Taxes on any international shipment charged by the Carrier are client’s sole responsibility and will be charged back to client regardless of whether they were or were not in the initial shipping estimate, or whether the order was or was not delivered.
b. All non-Carrier related returns (international and domestic) are subject to additional fee in the rate schedule. Simple Global shall not be responsible for any loss resulting from Client or Client’s customers’ fraud, return short counts, damage, merchant account fees, or disputes between Client and any third party, nor shall Simple Global be responsible for any third- party shipper damage or errors.
8. Terms of Agreement and Termination
a. The term of this Agreement shall commence on the effective date and continue for the initial period of one (1) year (“Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional successive one (1) year periods until either Party provides thirty (30) days written notice of termination prior to the end of the then-current term. Simple Global retains the right to adjust these Terms and Conditions with thirty (30) day notice. Change announcements will be sent via email (using the email associated with Client’s account) and posted on the Simple Global Website.
b. Termination – Client has the right to terminate this agreement with thirty (30) days-notice, provided there is no balance due and owing by sending a termination request to support@SimpleGlobal.com. Subject to earlier termination as provided below, Simple Global may terminate, at its discretion and without cause, this Agreement at any time by providing thirty (30) days prior notice to the email address associated with client account. In addition, Simple Global may also terminate this Agreement upon thirty (30) days’ notice (or ten (10) days in the case of non-payment) if client breach any of the terms or conditions of this Agreement. The termination of this Agreement shall constitute a termination of any Service Level Agreement. Simple Global reserves the right to immediately modify, suspend or discontinue, temporarily or permanently, the Services if client is in breach of this Agreement. All of Client Content may be permanently deleted by Simple Global upon any termination of client account at Simple Global’s sole discretion.
c. Upon termination of this Agreement, Client’s account will be inaccessible to Client and Simple Global shall have no further obligation toward Client to provide any Services, except that, provided Client has no account balance, Simple Global will return all products to Client subject to Simple Global standard pick and pack, work order and shipping costs prepaid by client.
9. Simple Global Portal System
a. Client shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. In no event will either party (or its officers, employees, suppliers, distributors, or licensors: collectively “Its Representatives”) be liable to the other party for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue, lost or damaged data or other commercial or economic loss, arising out of any breach of this agreement, any use or inability to use the software or any claim made by a third party, even if either party (or Its Representatives) have been advised of the possibility of such damage or claim. In no event will the aggregate liability of Simple Global (or that of Its Representatives) for any damages or claim, whether in contract, or otherwise, exceed the amount paid by licensee for the software.
b. Client acknowledges that Simple Global will from time to time during the term be required to temporarily reduce or interrupt access to the software to conduct maintenance. Simple Global shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind caused by software maintenance.
10. Right to Store Product and Warehouseman's Lien.
a. Client represents and warrants that Client is lawfully in possession of the product and has the right and authority to contract with Simple Global for the services contemplated by this Agreement relating to those products. Client agrees to indemnify and hold Simple Global harmless from all loss, cost and expense (including reasonable attorneys’ fees) which Simple Global pays or incurs as a result of any dispute or litigation, whether instituted by Client or others, respecting Client’s right, title or interest in the product covered by this Agreement.
b. Simple Global has warehouseman’s lien for any unpaid charges and associated expenses. If unpaid invoices remain for a period greater than 30 days, then Simple Global reserves the right, at its sole discretion to reclassify Company’s Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, Company immediately executes warehouseman’s lien right up to the cumulative amount necessary for payment of all service fees and 3rd Party Fees as well as any reasonable expenses incurred by Simple Global for the preservation and storage of the Inventory or its sale. Inventory will become immediately unavailable to Company, and liquidation proceedings would begin. Simple Global shall not permit any lien or other encumbrance to be placed against the product while they are in Simple Global’s warehouse other than its general warehouseman’s lien.
11. Payment Terms for Services Rendered and Reimbursements
a. Sales Tax. Simple Global will not be responsible for any sales tax liabilities. Any future federal or state changes will be cause for renegotiation of these terms.
b. Payment for services rendered by Simple Global must be made to Simple Global by Client within fifteen (15) calendar days of the invoice issuing date.
c. Simple Global utilizes a Pay As Client Go model for payment of the Fees. Client must load funds into their account, and Fees will be deducted as incurred by Client. Invoices for Services will be generated weekly and shall, except as otherwise specified, serve as a receipt for the Client.
d. Simple Global provides Client with the convenience to load funds to Client’s account using the following payment methods: ACH transfer (no convenience fee), or Credit Card (3% convenience fee). Simple Global does not store any payment information on its own servers. Rather, all of Client’s payment information is stored with Simple Global’ credit card processor. If any undisputed Client invoice remains unpaid for more than 30 days from the issue date, Client agrees that Simple Global shall have the right to auto-charge any payment method that has been used in the past.
e. A 2% fee (or the maximum amount permitted by applicable law, if lower) will be applied to all undisputed past-due invoice amounts, provided that such fee shall not be less than $75.00.
f. Client may, in its discretion, opt-in for auto-pay service which will automatically charge the payment method on Client’s file to replenish Client’s balance.
g. Simple Global will send Client invoices for any Account balance that may accrue in Client’s Account. Additional Fees are billed during the month in which the Services are performed, but Client acknowledges that Additional Fees are subject to change due to circumstances beyond Simple Global’ control.
h. Should Client disagree with any Service Fees invoiced or charged against the Account, Client must submit written notice to Simple Global within thirty (30) days of the Service Fee being charged. Failure to raise such claim during this time period shall be deemed a waiver on Client’s behalf. Client may opt to pay any disputed amounts until resolution of the dispute or withhold such disputed amounts until resolved. However, Simple Global reserves the right to cease provision of the Services until all disputed amounts are either paid or resolved. Upon resolution of a dispute, Simple Global will either send an invoice for outstanding amounts due, or credit Client’s Account as applicable.
i. Minimum volume and/or revenue requirements. A minimum fulfillment service fee of $350.00, plus $49.99 for Simple Global portal software, will be charged each month if rates and charges for services rendered during the month do not exceed this minimum.
j. Warehouse Outbound Customs Duties. Any duties and/or taxes incurred on “Outbound” shipments to End-User and/or End-Destination are the sole responsibility of the Client. In rare cases, U.S. (or the destination country’s) Customs Office may determine that the selected HS code is incorrect and will require it to be changed, which could affect the duty rate. In the event that Simple Global pays duties and/or taxes for the Client, Client shall reimburse Simple Global for the total amount, plus a 15% processing fee on the invoice total.
k. Warehouse Inbound Customs Duties. If any duties and/or taxes incurred on “Inbound” shipments to Simple Global’s warehouse facilities are paid by Simple Global, Client shall reimburse Simple Global for the full amount, plus a 15% processing fee.
12. Fulfillment and Warehousing Service and Liability
a. Simple Global has an active General Liability Insurance Policy and maintains security systems at its locations. Simple Global shall not be liable for any loss, damage, or destruction to product. These events include, but are not limited to, theft, misuse, fire, natural disaster, or any other event. In the event of loss, damage, or destruction of stored product for which the company is legally liable, Simple Global’s liability is limited to the actual product value (manufacturer’s cost of the Product). Simple Global shall not be liable for loss of product due to inventory shortage or unexplained or mysterious disappearance of product unless Client establishes such loss occurred because of Simple Global’s failure to exercise the care required of Simple Global.
b. Liability for Consequential Damages. Simple Global is not liable for any indirect, incidental, special, consequential, exemplary, punitive or enhanced damages, or damages for loss, loss of profits, revenue, data or use, incurred by company or any third party, whether in an action in contract or tort, arising out of or relating to any breach of this agreement, whether or not the possibility of such damages has been disclosed in advance by simple global/or could have been reasonably foreseen by simple global, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Other than as set forth below, in no event shall Simple Global’s liability under this agreement exceed the monies paid or payable by company to simple global excluding carrier fees or other third-party fees (“Damages Cap”).
13. Confidential Information
a. From time to time during the Term, either Party (“Discloser”) may disclose or make available to the other Party (“Recipient”) Confidential Information, whether orally or in written, electronic or other form, whether or not marked, designated or otherwise identified as “confidential.” For purposes of this Agreement, “Confidential Information” includes all industrial and other intellectual property rights comprising or relating to:
(i) all patents (including all reissues, divisional, provisional, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other governmental authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models);
(ii) all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world;
(iii) all rights in and to internet domain names, registered by any authorized private registrar or another governmental authority, web addresses, web pages, website and URLs;
(iv) all rights in and to works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; and
(v) all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein information about its business affairs, product and services; third-party confidential information and other sensitive or proprietary information.
b. Exclusion. Information that is subject to one of the following exclusions shall not be Confidential Information:
(i) information that is or becomes generally available to and known by the public.
(ii) information that is or becomes available to the Recipient on a non-confidential basis from a third-party source.
(iii) information published or otherwise made known to the public by Discloser.
(iv) information that was generated independently without reference to the Discloser’s Confidential Information; or
(v) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written Notice of such disclosure, (as permitted by law) and the timing for response set forth in the request.
c. Aggregate Use. Subject to the terms and conditions of this Agreement, Company hereby acknowledges and agrees that Simple Global may compile aggregate results from all, or a selection of Company’s use of the Services, provided that Simple Global shall not disclose any information that would individually identify Company (“Aggregate Information”). Such Aggregate Information shall be deemed to be Simple Global’s Confidential Information. Company also hereby agrees that Simple Global may review and use Company’s individual use of the Services in order to provide Services to Company, to evaluate Simple Global’s provision of the Services, and to improve Simple Global’s service offerings.
14. Force Majeure
Neither party shall be liable to the other for failure to perform its obligations under this Agreement if prevented from doing so because of an act of fire, flood, war, civil disturbance, interference by civil or military authority or other causes beyond the reasonable control of the parties.
15. Non- Solicitation
While this agreement is in effect and for twenty-four (24) months thereafter, Client shall not for any reason, directly or indirectly, hire or attempt to hire or utilize the services of anyone who is an employee, consultant, or subcontractor of Simple Global including, without limitation, any employee, temporary employee or contractor of a subcontractor performing services for or on behalf of Simple Global, without the express written permission of Simple Global.
16. Entire Agreement
This Agreement, including and together with any related Exhibits, invoices and Simple Global Services Orders constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
17. Governing Law
This Agreement and any dispute arising out of it shall be governed by the laws of the state where the product is stored, and services provided.