1. Common Terms. Terms used throughout this agreement are defined below:
- Simple Global: The company itself, as well as all staff employed by Simple Global, Inc.
- Client: The company entering a contractual agreement with Simple Global.
- End-User: The end-user of the Client’s product.
- The Service Agreement: The Service Agreement signed between Simple Global and the Client for the service rates and its scopes.
- ONE Portal: Simple Global’s proprietary software
- IPR : Any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, copyright, and any intellectual property applications or right to apply for registration therefor, internet domain names, logos, designs, slogans, and general intangibles of like nature, computer software programs or applications, tangible or intangible proprietary information, know-how, proprietary processes, formulae, algorithms, or any other intellectual property right, whether registered or unregistered, and whether first made or created before or after the client’s use date.
- Warehouse Outbound: Any shipment of product shipped from Simple Global’s warehouse to the end user and/or the end destination assigned by the Client
- Warehouse Inbound: Any shipment of product shipped by Client or Client’s manufacturer to a Simple Global warehouse.
2. Term and Termination. The term of the Agreement is ongoing without a predetermined termination date. Either party has the right to cancel or terminate this Agreement without liability upon 30 days written notice to the other party.
3. Services. During the term of this Agreement, Simple Global agrees to provide fulfillment, storage, warehousing, shipping and ancillary services to the Client at any of its warehouse facilities.
- Simple Global shall unload client’s containers and provide detailed receiving reports within 1 business day of receipt of freight. Shipping orders will be processed within 2 business days of receipt, provided that freight is on hand. It is understood by Client and Simple Global that when processing large orders in peak season, or when additional servicing is required, Client must work with Simple Global to prioritize their shipments in advance.
- Simple Global is an appointment facility. Inbound and outbound shipments must be scheduled in advance. Inbound shipments must have at least one day advance notice of arrival and include a Packing List and/or Bill of Lading. Hours or operation are Monday through Friday 8AM – 5PM local time (e.g., Eastern Time for the Delaware warehouse and Pacific Time for the California warehouse) excluding national US Holidays.
- 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. 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.
- 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.
- Client shall submit SKU information and an ASN (Advance Shipping Notice) at least 1 business day before a shipment is expected to arrive at Simple Global. All cargo will be received as “said to contain” with no liability to Simple Global for shortages. Shipments without SKU information will not be received.
- Client’s storage volume will be limited based on warehouse space availability. Storage fees will be charged based on the service agreement.
- 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.
- Simple Global will establish EDI process based on the service agreement. Simple Global shall not be responsible for EDI related chargebacks from the retailers/wholesalers when EDI process is required by Client.
- Simple Global shall notify Client of any inventory movements between its facilities.
4. 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. 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) and any other accessorial charges and fees. Simple Global will officially announce rate changes and apply the same percentage of rate change in the service agreement on the same date that any carrier changes rates, and Client will accept rate adjustment accordingly.
5. Warehouse Storage Fees. – Storage charges become applicable upon the date that Simple Global accepts care, custody and control of the goods, regardless of unloading date or date of issue of a warehouse receipt. Storage fees are charged on either cubic dimension or weight.
6. Payment Terms For Services Rendered. Invoicing, depending on service type, is performed weekly, biweekly, or monthly. Payment for services rendered by Simple Global must be made to Simple Global by Client within fifteen (15) calendar days of the invoice date. Client shall not dispute invoices after fifteen (15) days from date of invoice. Client shall not offset payment of invoices for disputed claims without the prior written consent of Simple Global. Undisputed invoices not paid in full within 15 days from the date of the invoice will incur both a $75.00 Late Payment Processing Fee and a 2% late payment penalty, charged monthly until the outstanding charges are paid in full. Client shall remit payment in US Dollars. Simple Global reserves the right to place accounts on hold if invoices are over 30 days past due.
7. Minimum volume and/or revenue requirements. A minimum service fee of $350.00, plus $49.99 for ONE portal software, will be charged each month if rates and charges for services rendered during the month do not exceed this minimum.
9. 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 3% processing fee on the invoice total.
10. 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 3% processing fee. In cases when a Customs Clearance Bond is required, Simple Global can use its own Bond and will bill the Client $125 per each shipment requiring the Bond.
11. Inventory. 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 any and all outstanding fees and charges owed to Simple Global before inventory will be returned.
12. 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 value of a shipment.
13. Fulfillment and Warehousing Service and Liability. 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 goods, however caused, unless such loss, damage, or destruction results from Simple Global’s failure to exercise such care in regard to the goods as a reasonably careful Warehouseman would exercise under like circumstances. Simple Global will not be liable for any damage which could not be avoided by the exercise of such care. In the event of loss, damage or destruction of stored goods for which company is legally liable, Simple Global’s liability is limited to the actual product value (manufacturer’s cost of the Goods). Simple Global shall not be liable for loss of goods due to inventory shortage or unexplained or mysterious disappearance of goods unless Client establishes such loss occurred because of Simple Global’s failure to exercise the care required of Simple Global.
14. Liability for Consequential Damages. Simple Global shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind arising from services or other activities performed pursuant to the Agreement.
15. One Portal System. Simple Global provides its proprietary software with subscription fees and the terms that govern the use of software are as below
- The 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 applied informatics (or that of Its Representatives) for any damages or claim, whether in contract, tort or otherwise, exceed the amount paid by licensee for the software.
- The 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 liable for any loss of profit or special, indirect, or consequential damages of any kind caused by software maintenance.
- The Client will not be granted access to either the source or object code of One Portal. Simple Global retains ownership of and all other rights of One Portal. Other than as expressly set forth herein, nothing in this Agreement grants the client any right, title, license or interest in or relating to One Portal and Simple Global’s Confidential Information and Simple Global reserves all rights, title and interest in and to the Service and its Confidential Information, including all related IPRs.
16. Notification of Product Characteristics of Dangerous Goods. For the purpose of the Agreement, “Dangerous Goods” is defined as “substances or articles that pose a risk to people, property or the environment due to their chemical or physical properties.” These include, but are not limited to: flammable or combustible materials, explosives, and pesticides. Client shall notify Simple Global of the characteristics of any products that may be likely to cause damage to Simple Global’s premises or to other products stored by Simple Global and/or shipped by the carriers. Client shall list individually all products defined as “Dangerous Goods” (and therefore subject to regulation under federal, state or local laws) on receiving/shipping documents, naming the goods and designating which regulations apply to the storage, handling and transportation of said goods. Whenever Client tenders products to Simple Global for storage or handling that are defined as “Dangerous Goods” (and therefore subject to regulation under federal, state or local laws) it shall, at the time of such tender, advise Simple Global, in writing, which regulations apply to the storage, handling and transportation of each of the products. Client agrees to indemnify and hold Simple Global harmless against any and all liabilities, damages, costs or expenses which Simple Global may incur, suffer or be required to pay by reason of any failure of the aforementioned representations.
17. 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 recognises that by shipping a high volume, insuring packages individually can become quite costly over time. Client further recognises that some carriers may refuse to insure international shipments. To mitigate these problems, Client may consider independently purchasing third-party insurance.
18. 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.
19. Right To Store Goods and Warehouseman’s Lien. Client represents and warrants that Client is lawfully in possession of the goods and has the right and authority to contract with Simple Global for the services contemplated by this Agreement relating to those goods. 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 goods covered by this Agreement. Simple Global shall have a general lien against the goods deposited with it, and on the proceeds from the sale for all charges provided in these services, including storage, receiving, shipping, labeling charges, interest, insurance, transportation, labor, wrapping, and all other charges and expenses in relation to the goods and for the balance on any other accounts that may be due, all reasonable charges and expenses for notice and advertisement of sale and sale of property upon a default by Customer, and for all costs, including court costs and reasonable attorney’s fees, in collecting charges or enforcing this lien, enforcing its indemnification rights, or defending itself if Simple Global is made a party to any litigation concerning the goods stored under this Contract, or in filling any action in interpleaded for the determination of ownership of the property deposited with Simple Global.
20. 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.
21. Confidentiality. Client and Simple Global agree to maintain confidentiality of information contained in or related to this Agreement.
22. 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.
23. Governing Law. This Agreement and any dispute arising out of it shall be governed by the laws of the state where the goods were stored and services provided.
24. Changes to Terms and Conditions. Simple Global retains the right to make adjustments to these Terms and Conditions with 30 days notice. Change announcements will be sent via email (using the email associated with Client’s account) and posted on the Simple Global Website.
25. Usage of Logo and Name. Occasionally, Simple Global may use the Client’s brand name and/or logo within marketing materials. Clients who would prefer to not be included in these initiatives must email firstname.lastname@example.org to opt out.