Terms of Service
By Signing up and holding a subscription for Shipdif’s services, you are hereby agreeing to the Terms and Conditions that follow:
1. Shipdif’s Services and Obligations
Shipdif shall provide these described services, including, without limitation, fulfillment services and other related services as determined by Shipdif. Shipdif's services may be subject to change without notice to the Client. These services include:
1.1 Receival of shipments discussed with the Client
1.2 Storage of inventory in Shipdif's Warehouse (s)
1.3 Shipdif will pick, prepare, pack, and ship Units to their respective destination(s)
1.4 Use of appropriate packaging material at Shipdif's discretion
1.5 Shipdif shall pick, prepare, and pack all Units in accordance with discussed Shipdif policies
2. Compensation, Payment, Reimbursement, and Taxes
2.1 This point establishes the compensation in USD due to Shipdif for completing the Services described. Any and all fees due for the cost of the provided services shall be paid by the Client to Shipdif.
2.2 Shipdif shall be responsible for invoicing the Client for any relevant provincial and federal taxes that are imposed by law on Shipdif related to the provision of Services and the sale of goods related to the provision of any service. The Client shall be held responsible for taxes, customs, or duties.
2.3 If Shipdif fails to receive payment from the Client within seven (7) days after the Client’s receipt of the invoice, Shipdif will attempt to charge the Client’s card on file.
2.4 If Shipdif fails to receive payment from the Client by the due date of the invoice, a late payment fee of 5% will be applied to the invoice unless the described invoice is disputed.
2.5 The Client will reimburse Shipdif for any/all expenses as described per invoice.
2.6 Shipdif shall invoice the Client for all Services provided and for any expenses incurred to provide such Services. Invoices will be presented to the Client and shall be due and payable seven (7) days after the Client's receipt of the invoice.
2.7 The Client must ensure that all outstanding invoices are paid before requesting other Services from Shipdif. Shipdif may choose to refrain from providing other Services to Client until all outstanding invoices and amounts due are paid in full, without any liability to Client.
2.8 Shipdif may present invoices to the Client for payment at any point in time, at Shipdif's sole discretion.
3.1 The Client is responsible for maintaining an insurance policy that covers the cost of Units held in Shipdif's Warehouse (s). The Client may choose not to have their Units insured. If this should be the case, Shipdif will not be liable for any damage or loss to the inventory stored at Shipdif's Warehouse (s). These events include theft, loss, natural disaster, fire, and misuse.
4. Client’s Property and Shipdif Warehouse
4.1 Clients are not permitted to attend the Warehouse under any circumstances. Shipdif has the authority to change its location without any notice to the Client. Clients do not have access to Client's Property while in the Shipdif Warehouse or during transit.
4.2 The Client holds full responsibility to ensure that the Client's Property is received by Shipdif.
4.3 Shipdif is not involved with the shipping and handling of any of the Client's property and is not responsible for any damages to the Client's property during transport.
4.4 Shipdif reserves the right to refuse any shipments from the Client. Shipdif will provide reasoning for the refusal of the shipment.
4.5 The Client holds full responsibility for the accuracy of information provided to Shipdif. Shipdif is not liable for delay, error, omission, loss, damages, or fees associated with the inaccurate information provided by the Client to Shipdif. Additionally, Shipdif is not liable for the loss of income incurred by the Client due to delays, errors, or mistakes caused directly or indirectly by Shipdif.
4.6 The return of any of the Client's Property shall be at the Client's sole expense and must be paid in advance of such transport.
4.7 Shipdif does not inspect the Client's Property and assumes no responsibility whatsoever for the business decisions made by the Client. Shipdif will not be held liable for complying with the Client's instructions to Shipdif.
4.8 Shipdif may, in its sole discretion, require the Client to remove unacceptable or unsellable Client's Property from its Warehouse. Shipdif will notify the Client if any of the Client's Property requires removal. Any fees and expenses for removing the Client's Property will be assessed at Shipdif's sole discretion. If the Client fails to remove the Client's Property within 30 days of receiving such notice, Shipdif has the right to dispose of such Client's Property listed in the notice. The Client agrees that the Client shall not be entitled to any damages or reimbursement of the value or loss of profit associated with the disposal of the Client's Property by this section.
5. Terms and Termination of the Account
5.1 When the Client terminates their Agreement, the account will be inaccessible, and all actions will be stopped/paused. Shipdif has the right to hold shipping any orders for any of these reasons:
5.1.a If the Client has an unpaid balance within seven days of the previous invoice.
5.1.b If the Client used threatening and/or abusive language towards Shipdif and their staff.
5.1.c To have some time for picking all inventory to close their order/or account.
5.1.d When the Agreement is terminated, and all invoices are paid, Shipdif shall verify that the Client's inventory is ready to be shipped out within 14 days.
5.1.e If a customer and/or individual's balance remains unpaid for 60 days, their account will be deemed as an Abandoned Account. If the customer and/or individual's account becomes an Abandoned Account, they forfeit all rights to their property/units left in the Warehouse. TO THE FULLEST EXTENT PERMITTED BY LAW, ON AN ACCOUNT BECOMING ABANDONED, ALL RIGHTS OF OWNERSHIP FOR THAT ACCOUNT BALANCE AND GOODS WILL DIRECTLY BE FORFEITED BY YOU TO SHIPDIF. GOODS WILL BECOME INSTANTLY AND IRREVOCABLY INACCESSIBLE TO YOU, AND LIQUIDATION WILL THEN BEGIN. You agree that such inventory would be clear of liability and that you would assume any liability, therefore. You will remain liable for any pending Service Fees exceeding the liquidation proceeds.
6. FORCE MAJEURE
6.1 Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (which causes are hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the Covid-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy.
For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
Commercial, Sample Clause - Pandemic Force Majeure Clause (Annotated)