FULFILMENT SERVICES

1. INTERPRETATION

• 1.1 "Agreement" means this Master Services Agreement together with any Order Form.
• 1.2 "Services" means storage, pick and pack, dispatch coordination, returns handling, dashboard access and related fulfilment services.
• 1.3 "Goods" means all products stored or handled by DropNest.
• 1.4 "Declared Cost Value" means the landed cost price per unit of Goods, excluding retail markup, VAT, profit margin, projected revenue or consequential value.
• 1.5 "Facility" means the third-party storage facility utilised by DropNest.
• 1.6 "Maximum Replacement Value" means the aggregate insured value declared to the Facility at the relevant time.
• 1.7 "Business Day" means Monday to Friday excluding public holidays in England.

2. BASIS OF AGREEMENT

• 2.1 Services are provided strictly on a business-to-business basis.
• 2.2 The Client confirms it is acting in the course of business.
• 2.3 Consumer legislation shall not apply.
• 2.4 In the event of conflict, the Order Form shall prevail.

3. TERM

• 3.1 The minimum initial term is three (3) months from the Start Date.
• 3.2 Thereafter, the Agreement continues on a rolling monthly basis.
• 3.3 Either party may terminate after the minimum term with 30 days' written notice.

4. SERVICES

• 4.1 DropNest shall perform the Services with reasonable skill and care.
• 4.2 Same-day dispatch applies only to orders received before the published cut-off time on a Business Day.
• 4.3 Delivery timelines are determined by third-party carriers and are not guaranteed by DropNest.

5. SUBCONTRACTING

• 5.1 DropNest may subcontract any part of the Services, including storage and shipping arrangements, without Client consent.
• 5.2 DropNest shall remain responsible for the performance of subcontracted Services in accordance with this Agreement.

6. INBOUND DELIVERIES & RISK TRANSFER

• 6.1 All inbound deliveries must be pre-booked in writing.
• 6.2 DropNest may refuse or delay unbooked deliveries.

6.3 Goods are deemed received only when they are:

• (a) physically accepted by DropNest;
• (b) verified against intake documentation; and
• (c) placed inside DropNest's allocated storage unit.

6.4 Delivery to reception areas, loading bays or unattended locations does not constitute receipt.

6.5 Risk in the Goods remains with the Client until the Goods are physically received and placed inside the storage unit.

6.6 DropNest shall not be liable for:

• Unattended deliveries
• Deliveries outside agreed windows
• Courier misdelivery
• Loss occurring prior to placement inside the storage unit

6.7 DropNest performs quantity verification only and does not conduct detailed quality control inspections. Hidden defects, manufacturing faults, regulatory non-compliance or incorrect labelling remain the Client's responsibility.

7. STORAGE & DECLARED VALUE

• 7.1 The Client must provide a written schedule of Declared Cost Values prior to storage.
• 7.2 No claim shall exceed the Declared Cost Value most recently provided in writing and accepted by DropNest prior to the relevant loss event.
• 7.3 Retail value, projected revenue, profit margin, marketing expenditure and consequential loss are expressly excluded from any claim calculation.
• 7.4 Declared Cost Values may not be amended retrospectively in respect of any loss event.
• 7.5 The Client warrants that the aggregate Declared Cost Value of stored Goods shall not exceed the Maximum Replacement Value maintained at the Facility without prior written agreement.

8. SHIPPING

• 8.1 Shipping is arranged via third-party carriers.
• 8.2 Risk transfers to the carrier upon collection.
• 8.3 DropNest is not liable for carrier delays, customs issues or transit loss beyond its reasonable control.

9. RETURNS

• 9.1 Returns handling is charged as set out in the Order Form.
• 9.2 DropNest verifies quantities only unless otherwise agreed in writing.

10. CLIENT WARRANTIES

The Client warrants that:

• Goods are lawful and non-hazardous unless expressly disclosed
• All regulatory and labelling requirements are satisfied
• Accurate SKU and product data is provided
• Product liability insurance is maintained
• Declared Cost Values are accurate and not inflated

11. PROHIBITED GOODS

12. INSURANCE

• 12.1 DropNest maintains insurance via the Facility up to the Maximum Replacement Value declared at the relevant time.
• 12.2 Liability is subject to the insurer's policy terms and applicable excess.
• 12.3 Claims below the applicable policy excess are not payable.
• 12.4 Insurance maintained by DropNest is not a substitute for the Client's own product or business interruption insurance.

13. LOSS & DAMAGE CLAIMS

• 13.1 Claims must be submitted in writing within 48 hours of discovery.
• 13.2 Claims must include documentary proof of Declared Cost Value.
• 13.3 DropNest may process claims via the Facility insurer.
• 13.4 DropNest may settle minor claims directly at its discretion without admission of liability.
• 13.5 No claim shall exceed the Declared Cost Value most recently provided in writing and accepted by DropNest.

14. FEES & PAYMENT

• 14.1 Subscription fees are payable monthly in advance via Stripe auto-charge.
• 14.2 Variable charges are invoiced monthly in arrears.
• 14.3 Payment is due within 7 days of invoice date.

15. SUSPENSION

DropNest may suspend Services immediately if:

• Payment is overdue
• The Client breaches this Agreement
• Prohibited goods are stored
• Stored value exceeds insurance limits
• The Client becomes insolvent

16. LIEN

DropNest shall have a general lien over all Goods in its possession for any sums due under this Agreement.

17. INSOLVENCY

If the Client enters liquidation, administration, insolvency or similar proceedings, DropNest may:

• Suspend Services immediately
• Retain Goods until payment in full
• Continue charging storage
• Exercise its lien

18. TERMINATION & ABANDONED GOODS

• 18.1 The Client must arrange collection within 14 days of termination.
• 18.2 Standard storage charges continue during this period.
• 18.3 After 21 days, enhanced storage rates may apply.
• 18.4 After 30 days, DropNest may sell or dispose of Goods.
• 18.5 Proceeds shall be applied to outstanding sums.

19. LIMITATION OF LIABILITY

19.1 DropNest's total aggregate liability in respect of any single loss event shall not exceed the lesser of:

• (a) the Declared Cost Value of affected Goods; and
• (b) the Maximum Replacement Value maintained at the Facility at the time of loss.

19.2 DropNest shall not be liable for:

• Loss of profit
• Loss of business
• Loss of goodwill
• Indirect or consequential loss
• Product recalls
• Regulatory fines
• Chargebacks
• Manufacturing defects
• Carrier delays

19.3 Nothing excludes liability for death or personal injury caused by negligence.

20. INDEMNITY

The Client shall indemnify DropNest against claims arising from:

• Product defects
• Regulatory breaches
• Hazardous goods
• Intellectual property infringement
• Mislabelled goods

21. PORTAL ACCESS (DropNestOS)

• 21.1 Where dashboard access is provided, access is view-only unless otherwise agreed.
• 21.2 The Client is responsible for maintaining login confidentiality.
• 21.3 DropNest is not liable for unauthorised access resulting from compromised credentials.
• 21.4 Portal analytics are provided for operational visibility only and do not constitute financial advice.
• 21.5 DropNest may suspend portal access for security or maintenance.

22. DATA PROTECTION

• 22.1 Both parties shall comply with UK GDPR and the Data Protection Act 2018.
• 22.2 DropNest acts as Data Processor in relation to fulfilment data.
• 22.3 The Client authorises DropNest to engage sub-processors including Shopify, Make, Airtable and shipping carriers.
• 22.4 Further data protection obligations are set out in the Data Processing Addendum available at: /legal/msa/dpa

23. FORCE MAJEURE

DropNest shall not be liable for failure or delay due to events beyond its reasonable control including fire, flood, theft, strike, power outage, government action or carrier disruption.

24. VARIATION

DropNest may amend this Agreement on 30 days' written notice.

25. NOTICES

26. ASSIGNMENT

27. WAIVER

Failure to enforce any provision shall not constitute waiver.

28. SEVERABILITY

If any provision is invalid, the remainder shall remain enforceable.

29. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties.

30. GOVERNING LAW