LEGAL
Fulfilment Services Agreement
myWarehouse Ltd
This Fulfilment Services Agreement governs the storage, fulfilment and logistics services provided by myWarehouse Ltd to its clients. Please read it in full — the clauses below are numbered and cross-reference one another.
SECTION 1
Parties
This Fulfilment Services Agreement ("Agreement") is made between:
MYWAREHOUSE LTD, a company incorporated in England and Wales (Company No. 6752415) whose registered office is at Unit 19, Heathfield, Stacey Bushes, Milton Keynes, MK12 6HP ("myWarehouse", "we", "us");
and
The Client ("you", "your"), being the legal entity entering into this Agreement.
SECTION 2
Information security
"Services"
means storage, fulfilment, logistics, and related services provided by myWarehouse.
"Products"
means all goods stored, handled, or fulfilled under this Agreement.
"MMS"
means the MyWarehouse Management System.
"Business Day"
means any day other than a Saturday, Sunday or public holiday in England and Wales.
SECTION 3
Term and Commencement
This Agreement shall commence upon registration or first use of the Services and shall continue until terminated in accordance with Clause 18.
SECTION 4
Services
4.1
myWarehouse shall provide:
• Goods receipt and intake
• Storage
• Pick, pack, and dispatch services
• Returns processing
4.2
Services shall be performed with reasonable skill and care in accordance with industry standards.
SECTION 5
Service Levels (SLAs)
5.1
Order Processing
• Orders received by 14:00 GMT: same-day dispatch (subject to conditions)
• Orders received after 14:00 GMT: next working day dispatch
5.2
Accuracy Targets
• Pick & pack accuracy target: 99.5%
All SLA targets are performance objectives only and shall not constitute warranties or create entitlement to compensation unless otherwise agreed in writing.
5.3
Response Times
• Pick & pack accuracy target: 99.5%
Service desk response: within 3 hours (business hours)
5.4
Exceptions
SLAs do not apply where failures arise from:
• Incorrect data provided by the Client
• Stock shortages
• Force majeure events
SECTION 6
Client Obligations
6.1
The Client shall:
• Provide accurate product data
• Maintain stock levels
• Comply with laws
• Ensure Products are correctly labelled and barcoded
6.2
Dangerous Goods
The Client warrants that Products shall not constitute dangerous, hazardous, explosive, flammable, corrosive, radioactive, toxic or otherwise regulated goods unless expressly agreed in writing by myWarehouse in advance.
The Client shall provide all safety data sheets, handling instructions, regulatory approvals and other information required by law in relation to such Products.
myWarehouse reserves the right to refuse receipt, quarantine, remove, return, destroy or otherwise deal with any Products which in its reasonable opinion present a risk to persons, property, the environment, other stored Products or compliance with applicable laws.
Any costs incurred by myWarehouse in relation to such Products shall be recoverable from the Client.
SECTION 7
Inbound Logistics
7.1
Products must be delivered in accordance with myWarehouse operational specifications and booking procedures.
7.2
Delivery Terms
Unless otherwise agreed in writing:
• UK deliveries shall be made on a CIP basis.
• International deliveries shall be made on a DDP basis.
7.3
The Client shall be responsible for all customs duties, taxes, import charges and regulatory compliance relating to the Products.
7.4
Non-Compliant Deliveries
myWarehouse reserves the right to refuse, quarantine, return or rework non-compliant deliveries at the Client's cost.
7.5
Customs Compliance
The Client shall provide all information required for customs, import, export and regulatory compliance and shall be solely responsible for all duties, taxes, customs charges, penalties and related costs arising from the Products.
The Client shall indemnify myWarehouse against any liability arising from inaccurate or incomplete customs information.
7.6
Product Rejection Rights
myWarehouse reserves the right to refuse receipt of any Products which:
• do not comply with agreed specifications;
• present health, safety or legal risks;
• are inadequately packaged or labelled;
• may expose myWarehouse to regulatory, operational or reputational risk.
SECTION 8
Storage
8.1
Products may be stored in shared locations.
8.2
Ownership of Products
All Products shall remain the property of the Client or the Client's lawful owners at all times. Nothing in this Agreement transfers title to Products to myWarehouse except to the extent necessary to exercise any lien, sale or disposal rights under this Agreement.
8.3
myWarehouse shall maintain electronic inventory records.
8.4
Security measures include CCTV, alarms, and controlled access.
8.5
Inspection Rights
Upon reasonable notice during normal business hours, the Client may inspect its Products and inventory records at myWarehouse facilities accompanied by a representative of myWarehouse.
SECTION 9
Fulfilment
9.1
Orders shall be fulfilled based on instructions received via MMS or API.
9.2
Packaging shall be unbranded unless otherwise agreed.
9.3
myWarehouse reserves discretion on packaging type.
SECTION 10
Returns Management
10.1
Returns will be processed and assessed.
10.2
Resalable Products will be returned to stock.
10.3
Non-resalable Products will be quarantined for 60 days.
SECTION 11
Fees and Payment
11.1
Fees shall be charged in accordance with the agreed pricing schedule.
11.2
The Client shall maintain its account in credit at all times.
11.3
myWarehouse may suspend Services for non-payment.
11.3A
myWarehouse reserves the right to charge interest on overdue sums at a rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full.
11.4
Inspection Rights
Upon reasonable notice during normal business hours, the Client may inspect its Products and inventory records at myWarehouse facilities accompanied by a representative of myWarehouse.
• storage charges,
• fulfilment fees,
• pick and pack charges,
• shipping charges,
• customs duties,
• taxes,
• administration fees,
• disposal costs,
• and legal costs.
myWarehouse may refuse to release Products until all outstanding amounts have been paid in full.
11.5
Suspension of Services
Where any invoice remains unpaid beyond the applicable payment terms, myWarehouse reserves the right without liability to:
• suspend Services,
• refuse dispatch of orders,
• withhold release of Products,
• or require immediate collection of Products.
11.6
Abandoned Goods
Products shall be deemed abandoned where the Client:
• fails to pay outstanding sums,
• fails to provide reasonable instructions,
• fails to arrange collection following notice,
• becomes insolvent,
• ceases trading,
• or otherwise indicates an intention not to recover the Products.
11.7
Power of Sale and Disposal
Where Products are deemed abandoned or remain uncollected after notice, myWarehouse may at its sole discretion:
• continue charging storage fees,
• arrange destruction or disposal,
• sell the Products,
• becomes insolvent,
• ceases trading,
• or otherwise deal with the Products as agent for the Client.
11.8
High-Value and Branded Goods
Where Products consist of:
• high-value inventory,
• branded goods,
• regulated products,
• or goods owned by overseas customers,
myWarehouse reserves the right to:
• require extended notice periods,
• obtain legal advice prior to disposal or sale,
• and recover all associated legal and administrative costs from the Client.
11.9
Notice Mechanics
Any notice issued under this Agreement may be served:
• by email,
• through the MMS,
• or to the Client's last notified address.
Notices shall be deemed received on transmission unless evidence to the contrary is provided.
SECTION 12
Taxation
12.1
All charges are exclusive of VAT.
12.2
The Client shall be responsible for all applicable taxes.
12.3
The Client acknowledges and agrees that the Services provided by myWarehouse may include substantial warehousing, storage, inventory holding, and related logistics services connected with goods stored within the United Kingdom.
Where Products are stored within myWarehouse facilities, including across multiple warehouse locations, the Client acknowledges that such Services may constitute warehouse-led fulfilment and storage services connected with UK land and infrastructure for VAT purposes.
myWarehouse reserves the right to charge UK VAT where it reasonably determines that the Services supplied fall within the scope of UK VAT legislation and HMRC guidance relating to storage, warehousing, fulfilment, or land-related services.
The Client shall remain liable for all VAT properly chargeable in connection with the Services.
SECTION 13
Liability
13.1
myWarehouse shall be liable for direct physical loss of or damage to Products only where caused by proven negligence, theft or fire whilst the Products are under the control of myWarehouse.
13.2
Liability shall be limited to the lesser of:
1. the replacement cost of the affected Products; or
2. the total fees paid by the Client during the preceding three months.
13.3
myWarehouse shall not be liable for:
• loss of profits;
• loss of sales;
• loss of goodwill;
• indirect loss;
• consequential loss;
• loss arising from inaccurate instructions;
• inherent defects or deterioration of Products;
• carrier delays or failures outside myWarehouse's direct control.
13.4
The Client acknowledges that it is responsible for maintaining appropriate insurance for all Products.
13.5
Nothing in this Agreement excludes or limits liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. any liability which cannot be excluded by law.
13.6
Any claim against myWarehouse must be notified in writing within 30 days of the event giving rise to the claim or the date upon which the Client became aware of it.
SECTION 14
Insurance
myWarehouse shall maintain throughout the term of this Agreement:
• Employers' Liability Insurance with a minimum limit of £10,000,000;
• Public Liability Insurance with a minimum limit of £2,000,000;
• Warehouse Liability Insurance and such other insurance policies as myWarehouse reasonably considers appropriate for the provision of the Services, all with reputable insurers.
The Client shall maintain:
• adequate product liability insurance; and
• insurance covering the full replacement value of all Products stored with myWarehouse.
Evidence of such insurance shall be provided upon reasonable request by either party.
SECTION 15
Indemnity
The Client shall indemnify and keep indemnified myWarehouse against all claims, liabilities, losses, damages, costs, expenses, penalties and legal fees arising from or relating to:
• product defects;
• personal injury, death or property damage caused by Products;
• regulatory breaches relating to Products;
• customs, import, export or tax non-compliance;
• intellectual property infringement relating to Products;
• dangerous, hazardous or prohibited Products;
• inaccurate product information supplied by the Client;
• any breach of applicable law by the Client.
SECTION 16
Force Majeure
For the purposes of this Agreement, a Force Majeure Event means any event beyond the reasonable control of the affected party including but not limited to:
• natural disasters;
• strikes;
• transport disruption;
• power outages;
• epidemics or pandemics;
• internet or telecommunications outages;
• cyberattacks;
• supplier failures;
• governmental restrictions;
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by a Force Majeure Event.
SECTION 17
Confidentiality
Each party agrees to keep confidential all commercial and operational information.
SECTION 18
Termination
18.1
Either party may terminate this Agreement by giving written notice in accordance with Clause 18.2.
18.2
Notice Periods Based on Average Monthly Order Volume During the Preceding Three Months.
| Average monthly order volume | Minimum notice |
|---|---|
| 0–499 orders | no minimum notice |
| 500–999 orders | 3 months' notice |
| 1,000+ orders | 6 months' notice |
18.3
myWarehouse may terminate or suspend the Services immediately by written notice where:
any invoice remains unpaid beyond the applicable payment terms;
the Client breaches this Agreement and fails to remedy such breach within 14 days of written notice requiring it to do so;
the Client becomes insolvent;
continued provision of the Services presents operational, legal, regulatory or reputational risk to myWarehouse.
18.4
All outstanding fees, charges, duties, taxes, storage costs, and other sums must be paid in full prior to release of Products.
SECTION 19
Exit Management
19.1
Upon termination or suspension:
• The Client shall remove all Products within 60 days of termination or suspension unless otherwise agreed in writing.
• storage charges shall continue to accrue until removal,
• and myWarehouse reserves the right to relocate Products at the Client's expense.
19.2
If Products are not collected within the specified period, or where Products are deemed abandoned under this Agreement, myWarehouse reserves the right, upon providing written notice to the Client, to:
• continue charging storage fees,
• withhold release of Products,
• arrange removal, destruction, or disposal of the Products,
• or sell the Products and apply the proceeds toward any outstanding sums owed by the Client, including storage charges, fulfilment fees, shipping costs, disposal costs, and legal expenses.
Any remaining balance from any sale shall be returned to the Client where reasonably practicable.
19.3
A premium storage charge of £20 per pallet per day shall apply after the agreed termination date until all Products are removed.
19.4
myWarehouse shall not be liable for any loss arising from disposal, destruction, or sale of Products carried out in accordance with this Agreement.
SECTION 20
Data Protection
20.1
Both parties shall comply with UK GDPR, the Data Protection Act 2018 and all applicable data protection legislation.
20.2
Where myWarehouse processes personal data on behalf of the Client, myWarehouse shall act as processor and the Client shall act as controller.
20.3
myWarehouse shall implement appropriate technical and organisational measures to protect personal data against unauthorised processing, loss, destruction or damage.
20.4
myWarehouse shall notify the Client without undue delay upon becoming aware of a personal data breach affecting Client data.
20.5
myWarehouse shall only process personal data in connection with the provision of the Services and in accordance with applicable law.
SECTION 21
Notices
21.1
Any notice under this Agreement may be given:
1. by email;
2. through the MMS;
3. by post to the last notified address.
21.2
Notices shall be deemed received:
1. immediately upon transmission via MMS;
2. on the day of sending if sent by email before 5pm UK time, otherwise the next Business Day;
3. two Business Days after posting.
SECTION 22
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, understandings and agreements relating to its subject matter.
Each party acknowledges that it has not relied upon any statement, representation or warranty not expressly set out in this Agreement.
SECTION 23
Variation
No variation of this Agreement shall be effective unless agreed in writing by both parties.
SECTION 24
Governing Law
This Agreement shall be governed by the laws of England and Wales.
SECTION 25
Jurisdiction
The courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute arising out of or in connection with this Agreement.