Service Agreement

Introduction

This Service Agreement ("Agreement") is entered into by and between Logistics Done Right (herein referred to as "LDR" or "Provider"), and the undersigned user of Provide's web portal, herein referred to as "Client". This Agreement governs the provision and use of logistics and supply chain services facilitated through the Provider's web portal.

Effective Date and Acceptance

This Agreement becomes effective upon the Client's acceptance of the terms, as indicated by using the Provider's web portal to request services.

Services

The Provider offers various logistics and supply chain services, including but not limited to packing, shipping, and storage ("Services"). These Services are described in more detail on the Provider's web portal. The Client selects the desired Services through the web portal.

Fees and Payment

Fees for Services shall be outlined on the Provider's web portal at the time of the Client's selection. The Client agrees to pay all applicable fees for Services requested. Payment terms are net 15 days from the date of service completion.

By default, the Provider will send an automated email to the Client each week which broadly outlines the total charges for work completed that week, as well as any outstanding balance from prior work completed. This email will include instructions for payment and dispute resolution. The Provider will also provide an itemized statement of work performed which is available through Provider's web portal for the Client's benefit, or which can be requested in writing by the Client.

All pricing provided by Provider's web portal is based on a presumption the work is accurately described by the Client and can be performed in a safe, efficient manner. The Client understands that customized requirements may result in additional charges on a case-by-case basis. Where Provider believes, in good faith, that the Client would happily agree to extra charges in order to produce beneficial results, Provider may charge the Client these extra fees without prior communication in the spirit of getting the work done in a timely, efficient manner. In this situation, good faith shall mean:

  1. The Provider believes delaying the work while waiting on confirmation from the Client would be harmful to the Client's business interests;
  2. AND the Client has not previously communicated that they want Provider to wait for confirmation in similar situations;
  3. AND the Provider has collected reasonable documentation, such as photographs, to demonstrate why the additional work was deemed necessary.

For clarity, the following situations serve as examples of where this good faith provision might be applied:

  • Client's inventory arrives on a truck, but was loaded improperly by the shipper. Provider may presume paying the added labor cost to unload the truck is better for the Client than the issues it could cause if Provider refused the shipment.
  • The Client asks Provider to ship a product urgently to a customer, and in the process Provider determines the product requires additional packing materials that were not previously anticipated. Waiting on confirmation for the extra materials would delay shipping, while not using them would probably result in loss or damage of inventory.
  • The Client expected their supplier would deliver inventory to Provider's warehouse in an organized, labeled manner, but they did not actually do that. Instead, it arrives in mixed or mislabeled cartons, so Provider opts to unpack, sort, and count the delivery contents at an added fee instead of delaying receiving of the inventory.

Pricing for additional work requested

"Additional Work" refers to any of the following:

  • Work requested by the Client which does not have a fixed price communicated through Provider's website;

    • Example: The Provider's website does not advertise a price for building custom crates, but the Client asks the Provider to do it anyway.

  • Work that, in actuality, does not reflect the pricing the Provider's web portal lists because the Client provided extra written instructions (or file attachments) that extend the scope of what is required;

    • Example: The Provider's website says that performing a service like counting contents of a box has a specific price. However, the Client adds extra instructions that add significant complication or extra steps like opening each unit to see what color it is.

  • Work requested outside of the Provider's normal operating hours (which are listed and updated on Provider's web portal);

    • Example: The Client needs Provider to pack shipments on a Holiday when Provider is normally closed.

  • Additional labor or steps requested for work that was already completed or has already commenced, which would have been included in the fixed price if the Client had notified Provider about it before the work was started;

    • Example: Applying shipping labels during the packing of orders is typically included in the price to pack orders. After the Provider already packed and labeled the order, the Client provides a new set of labels they want used instead.

Additional Work is subject to the following rates, terms, and conditions:

  1. The Provider may refuse to perform Additional Work for any reason or no reason;
  2. Additional Work requested when the Provider is normally closed, such as the middle of the night, during a Holiday, or similar is billed a minimum charge to cover the labor cost of a 4-hour shift for two workers;
  3. Unless otherwise stated on the Provider's web portal, materials are charged at Provider's cost plus a standard 15% markup;
  4. Additional Work is billed at the following rates in a minimum of 15-minute intervals:
WorkerNormal TimeOver Time / Holiday
Warehouse Worker$60/hour$90/hour
Customer Service$60/hour$90/hour
Manager$90/hour$135/hour

If the Client anticipates an ongoing need for Additional Work they are strongly encouraged to ask about a customized service agreement.

Flexible Storage Options and Storage Fees

Any property, inventory, supplies, or similar ("Goods") Client sends or causes to be sent to Provider's warehouse are subject to storage fees as explained on Provider's web portal. Provider assesses storage fees once per month for all space the Goods occupy at that time.

Provider uses a storage methodology called "Chaotic Storage", which means the following:

  • Goods placed into Chaotic Storage will each have a semi-permanent, unique barcode which identifies the Goods and who they belong to;
  • The Goods may be intermingled with Goods belonging to a different Client;
  • The Goods may be moved around the warehouse premises as-needed and deemed necessary for Provider's efficient operations, and such movement does not require Client's approval or sending notification to the Client.

Chaotic Storage is not the sole storage methodology used by Provider, but the Client should anticipate that Chaotic Storage will be used for their Goods unless they expressly request otherwise and Provider agrees to do otherwise.

Storage length and availability

Without a customized service agreement in place, all storage space offered by Provider is based on demand and availability, and prices are subject to change. Any such changes will be visible to the Client through the Provider's web portal.

Long Term Storage

Provider does not officially offer "Long Term Storage" without a customized service agreement. Long Term Storage is defined as the storage of any Goods for more than 90 days. While Provider may not strictly enforce this, and may occasionally allow storage of Goods beyond this period, the Client understands and acknowledges the following regarding Long Term Storage:

  1. Goods in Long Term Storage are subject to an additional monthly surcharge ("LTS Surcharge") based on current warehouse capacity and demand;
  2. If the Client has any Goods in Long Term Storage and has not been in communication with Provider for more than six months, Provider reserves the right to presume the Agreement has been terminated;
  3. If storage and LTS Surcharges combined represent more than 35% of the Client's total service charges for three consecutive months, Provider may also presume the Agreement has been terminated.

The above sections referencing termination are not a limit on when or how the Provider can terminate this Agreement. Rather, they are explicitly stated to warn the Client that Provider is generally not in the business of providing primarily storage, and if the Client needs storage for long periods of time they are expected to explain this to Provider and ask for a customized contract.

Term and Termination

This Agreement remains in effect until terminated by either party. Either party may terminate this Agreement upon 10 days' written notice to the other party. Upon termination of this Agreement for any reason, the Client must adhere to the following terms regarding stored property:

  1. Removal of property: The Client must make arrangements to remove any stored property from the Provider's premises within 10 business days at their own expense. If the Client fails to remove their property within this timeframe, the Provider reserves the right to liquidate, recycle, or dispose of any remaining property as deemed appropriate. Any related costs incurred will be billed to the Client.
  2. Outstanding Balances: If the Client owes the Provider any outstanding unpaid balance at the time of termination, the Provider may refuse to release the Client's goods until payment is made in full. If payment is not made in full within 90 days from the date of termination, the Provider shall take title and ownership of any property the Client has left on the premises. This transfer of ownership is intended to compensate the Provider for the Client's outstanding balance and any costs incurred due to the Client's failure to remove their property in a timely manner.

Standard Terms and Conditions

  • Confidentiality: Both parties agree to maintain the confidentiality of any proprietary information shared during the term of this Agreement.
  • Limited Liability: The Provider's liability for any claims related to the Services provided under this Agreement shall be limited to the amount paid by the Client for such Services.
  • Governing Law: This Agreement shall be governed by the laws of Hamilton County, in the State of Ohio, United States of America.
  • Dispute Resolution: Any disputes arising under this Agreement shall be resolved through mediation, followed by binding arbitration if necessary.

Proper addressing of shipments and Unexpected / unidentifiable packages received

During the account registration process, the Provider's web portal will assign the Client a unique account number. This account number must be clearly visible on the outside of all shipments delivered to the Provider on the Client's behalf. In most cases, the web portal will also ask the Client to place an order which describes the Services requested for each shipment, as well as instructions for identifying the shipment once it arrives. In such cases, the Client is expected to provide this information through the web portal prior to the shipment arriving at the Provider's premises.

Deliveries the Provider receives which do not have the Client's account number in a clearly visible place on the outside of the shipment, such as on the shipping label, may be considered "Improperly Address Deliveries". Deliveries the Provide receives which can be matched to the Client, but which cannot be readily matched to a specific order or Service the Client request may be considered "Autorequests".

This section of the Agreement explains how the Provider will handle Improperly Address Deliveries and Autorequests.

Improperly Addressed Deliveries

When receiving Improperly Addressed Deliveries, the Provider has no practical way to determine which Client (if any) a delivery is for at the time of receiving. The Provider accepts no liability for loss of Improperly Addressed Deliveries, or any other associated issues like delays.

If Client believes they have accidentally caused an Improperly Addressed Delivery to the Provider, the Client is responsible for contacting Provider about it within 30 business days, and may be asked to provide a description of the delivery and proof of ownership. This does not guarantee that the Provider will be able to locate the delivery. If the Provider is able to locate the delivery, the Client may be asked to pay retroactive storage fees for it, as well as the Provider's reasonable costs stemming from searching for the delivery.

In any event Improperly Addressed Deliveries are not claimed or cannot be located within 30 business days of being deposited with the Provider, the Provider reserves the right to dispose of the delivery in any manner Provider deems necessary and complies with local laws.

Autorequests

As explained above, an Autorequest refers to a delivery which the Provider is able to determine belongs to the Client (or was delivered on the Client's behalf), but the Provider is not able to efficiently or readily determine what Service the Client needs for the delivery.

In such cases, the Provider will do the following:

  1. Record the tracking number or similar of each package, pallet, or other container received;

  2. Take up to 4 HD photographs of the shipment, including:

    1. One picture of the shipping label or related shipping paperwork
    2. One picture of the outside of each package, showing what it looks like
    3. Open the package/container and take a picture of roughly what is inside of it
    4. One picture of the packing slip or similar, if one is included.

  3. The above information will be provided to the Client through the Provider's web portal, which has a process the Client can use to the "claim" the Autorequest.

  4. The above work carries a non-refundable surcharge, which is described in the Provider's web portal, and defaults to $3.00 per package.

The following terms and conditions apply with Autorequests:

  1. Any deadline or timeframe for the requested Service is voided, because the delivery could not be matched to the requested Service at the time the Provider received it. As such, the Provider is not responsible for any loss, annoyance, or other issues that causes the Client.
  2. The Provider will store an Autorequest for 30 days, checking no less than once per week to see if the Client has claimed it. Requests to expedite this process will be billed as Additional Work, such as if the Client calls or emails asking to expedite the handling of any particular Autorequest.
  3. Autorequests in storage are subject to storage fees, and do not benefit from any "free storage" promotions or perks that may otherwise be offered to the Client.
  4. If any Autorequest is still in storage with the Provider after 30 days and has not been claimed by the Client, the Provider reserves the right to dispose of the Autorequest in the same general manner as Improperly Addressed Deliveries.

Terms and stipulations mentioned in the web portal

At the time Client requests Services through the web portal, they may be presented with additional terms, stipulations, or requirements related to the Services. By proceeding to request the Services, the Client is agreeing to the extra terms, stipulations or requirements stated in the web portal.

Customized Contracts

This Agreement serves as the default set of terms for Clients using the Provider's web portal to request Services. Clients may opt for a more specific, customized contract with the Provider, which, upon execution, supersedes this Agreement.

Acceptance

By using the Provider's web portal to request Services, the Client agrees to be bound by the terms of this Agreement.