Terms and Conditions
These Terms and Conditions (“Terms”) form a legally binding agreement between Fullfilwave Ltd (“Fullfilwave,” “we,” “us,” or “our”) and any party receiving services from us (“Client,” “you,” or “your”). By using our services, the Client agrees to be bound by these Terms in full.
Fullfilwave operates as a specialized third-party logistics (3PL) provider with owned and partner-operated warehouses across the United Kingdom and Europe. We provide logistics, warehousing, order fulfillment, transportation, product preparation, Amazon FBA prep services, system integrations, returns handling, disposal services, and other related offerings.
The primary objectives of these Terms are to:
– Clearly define the responsibilities and liabilities of both Fullfilwave and the Client.
– Provide transparent rules governing the use of our warehousing, logistics, and fulfillment services.
– Ensure compliance with legal and regulatory frameworks across the UK and EU.
– Outline the conditions of service, payment terms, liability limitations, and procedures for dispute resolution.
– Help our clients better understand our operations, capabilities, and expectations for service delivery.
These Terms apply to all current and future transactions unless explicitly superseded by a mutually signed written agreement between both parties.
These Terms supersede and override any other written or oral communications, terms issued by the Client, or previously established agreements unless otherwise agreed upon in writing and signed by an authorized representative of Fullfilwave.
In the event of conflict between any purchase order or terms supplied by the Client and these Terms, these Terms shall prevail.
– “Fullfilwave” or “the Company”: Refers to Fullfilwave Ltd and any of its subsidiaries, affiliates, authorized partners, employees, or subcontractors providing logistics or fulfillment-related services under these Terms.
– “Client” or “Customer”: Any individual, firm, partnership, corporation, or other entity that enters into an agreement with Fullfilwave for services. This also includes representatives acting on behalf of a business.
– “Agreement”: A contractual relationship between Fullfilwave and the Client, governed by these Terms and any agreed service orders, quotes, or appendices.
– “Goods”: Any tangible items or products submitted to Fullfilwave for storage, processing, fulfillment, shipping, or related services.
– “Handling Charges”: Fees charged for services such as receiving, checking, labeling, storing, picking, packing, or otherwise processing the goods.
– “Inbounds”: Goods arriving at Fullfilwave facilities from suppliers, customers, or other third parties, including returns and removals.
– “Outbounds”: Goods dispatched from Fullfilwave’s facilities to customers, other warehouses, marketplaces, or retailers.
– “WMS” (Warehouse Management System): Fullfilwave’s proprietary platform used by clients and internal staff to manage product data, orders, inventory, inbounds, and outbounds.
– “FBA” (Fulfilled by Amazon): A fulfillment program operated by Amazon in which sellers ship goods to Amazon’s warehouses after prep by Fullfilwave.
– “Returns”: Items sent back to Fullfilwave after sale, either due to defects, cancellations, or removals from third-party marketplaces such as Amazon.
– “Hazardous Goods”: Products classified as flammable, explosive, corrosive, toxic, or otherwise harmful according to national or international regulations.
– “TUPE”: Transfer of Undertakings (Protection of Employment) Regulations 2006, covering employment law related to service transfers.
– “Force Majeure”: An unforeseeable and unavoidable event or circumstance beyond the reasonable control of a party that prevents or delays the fulfillment of contractual obligations.
– “Business Day”: Monday to Friday, excluding bank holidays or public holidays in the United Kingdom.
– “Service Levels”: Performance expectations and obligations agreed in writing between Fullfilwave and the Client regarding timelines, accuracy, and other deliverables.
– “Storage Fee”: A recurring charge for space occupied by stored goods, typically calculated per cubic meter per week or month.
– “Lien”: The legal right for Fullfilwave to retain possession of goods until outstanding charges are settled.
– “Subcontractor”: A third party engaged by Fullfilwave to perform part or all the services agreed with the Client.
– “Interested Party”: Any individual or entity with a legal or financial interest in the goods, including end customers, owners, or insurers, excluding Fullfilwave.
– “Gross Weight”: Total weight of goods including packaging and any transport units such as pallets or cartons.
– “Effective Date”: The date at which a service agreement or revised term takes legal effect.
Fullfilwave provides a wide range of logistics and warehouse management services tailored to support businesses operating in e-commerce, B2B, and Amazon marketplaces.
Our services include but are not limited to:
1.1 Inbound Logistics
We handle and process all types of inbound deliveries, including:
– 20ft & 40ft Container Unloading (Palletized): Offloading goods delivered on pallets using forklifts and assigning them for further warehouse processing.
– 20ft & 40ft Container Unloading (Loose Cartons): Manual unloading of loose boxes, palletization (if needed), and processing through our goods-in procedure.
– Pallet Inbounds: Receipt of pre-palletized goods delivered via LTL or FTL transport, with unloading, checking, and warehouse registration.
– Box Inbounds: Receipt of individual boxes or parcels directly sent by the supplier or the Client, with checking and entry into the WMS.
– Product Inbound (Per Unit): Individual unit scanning, labeling, SKU registration, and assignment to shelf/bin locations.
– Returns Inbound: Acceptance and inspection of returned items from customers or marketplaces. Returns are recorded, and condition photographs can be provided where applicable.
– Amazon Removals: Specific handling of Amazon removal orders. Items are inspected and logged with Amazon reference numbers where applicable.
1.2 Storage Services
We provide safe, organized, and scalable storage options:
– Warehouse Storage: Items are stored in bins, racks, shelves, or pallets, based on product type, SKU, or project specification.
– Minimum Storage Fee: A minimum of 1 CBM per month applies per active SKU, regardless of the volume consumed.
– Temperature & Hazardous Limitations: Only dry goods are accepted. We do not store or process perishable, frozen, or hazardous items (unless previously approved).
– Stock Rotation & Batch Management: Available only upon written agreement and with applicable fees.
1.3 Order Fulfillment
We offer fulfillment services for direct-to-customer and B2B shipments:
– Pick and Pack Services: Processing orders with care, picking the correct SKUs, and packing based on product dimensions:
* Large Letter (up to 750g)
* Small Parcel (up to 2kg)
* Medium Parcel (up to 10kg)
* Large Parcel (up to 20kg)
– Multi-channel Fulfillment: Support for orders received from eCommerce platforms, CSV uploads, or API-connected systems.
1.4 Amazon FBA Preparation
We assist sellers with FBA requirements:
– Small and Light Prep (≤100g): Labeling and bagging for lightweight goods.
– Standard Prep (≤5kg): Labeling, poly bagging, or bundling as needed.
– Oversize Prep (≤10kg): Enhanced handling and packing.
– Bundle Prep: Kitting multiple SKUs into one package for FBA.
– Box and Master Carton Prep: Assigning and labeling cartons per FBA shipment plans.
1.5 Outbound Logistics
We dispatch goods via courier, freight, and pallet networks:
– Courier Shipments: National and international shipping using Fullfilwave’s or the Client’s shipping labels.
– Outbound Pallets & Containers: Loading pallets or loose boxes into containers for wholesale or FBA shipment.
–International Forwarding: Shipments are dispatched under DDU (Delivered Duty Unpaid) terms. Clients are responsible for duties and customs clearance unless explicitly agreed otherwise.
1.6 Returns Management
– Acceptance of returns via postal or courier services.
– Inspection and documentation with photo evidence (1 Image provided).
– Restocking of approved items.
– Disposal or liquidation of non-sellable items.
1.7 Additional Services
Upon request and agreement:
– Product relabeling.
– Re-boxing.
– Bubble wrapping or custom protection.
– Product audits (charged hourly).
– Disposal of products or materials.
– Hourly labor for special projects.
– Custom photo capture (non-professional).
1.8 Warehouse Management System (WMS) & Integrations
Fullfilwave provides access to its proprietary WMS platform. Features include:
– Dashboard visibility across inbounds, products, and shipments.
– Manual or automated order input.
– Real-time inventory tracking.
– Billing and shipment history.
– Direct integration with Shopify, WooCommerce, Etsy, eBay, TikTok Shop, and Amazon via BaseLinker.
Custom API integrations may be developed on request for enterprise clients, subject to technical
feasibility and cost quotation.
Clients using Fullfilwave’s services agree to uphold the following responsibilities and warranties, which are essential to maintain safe, lawful, and efficient service execution:
2.1 Ownership and Authority
The Client confirms that:
– They are the legal owner of the goods or have full authorization from the legal owner to engage Fullfilwave for services.
– They have the authority to bind their business entity to these Terms.
– They are responsible for ensuring that all orders and instructions provided to Fullfilwave are accurate and authorized by a designated representative.
2.2 Packaging and Labeling
– All goods must be securely packed in suitable packaging, compliant with relevant shipping, customs, and warehouse handling requirements.
– Goods must not present a risk of injury, contamination, or deterioration to people, equipment, or other stored goods.
– Packaging must be durable enough to withstand normal handling, stacking, and transport conditions.
– SKUs or FNSKU barcodes must be visible and scannable. Fullfilwave reserves the right to re-label or repackage non-compliant items at the Client’s expense.
2.3 Documentation and Declaration
The Client must provide:
– Accurate and complete documentation, including commercial invoices, packing lists, customs declarations, and item descriptions.
– Declaration of product value, condition, weight, and dimensions.
– Notification of any special handling requirements such as fragility, temperature sensitivity, or unique stacking instructions.
Failure to disclose accurate or sufficient information may result in delays, additional charges, or liability for damages.
2.4 Product Compliance and Safety
The Client warrants that:
– All products comply with local, national, and international laws, including safety and labeling standards.
– Goods are not counterfeit, restricted, perishable, or hazardous (unless previously authorized by Fullfilwave).
– No prohibited items (listed in Section 5) are included in any inbound shipment.
If a prohibited or undeclared hazardous item is discovered, Fullfilwave reserves the right to quarantine, reject, or dispose of the goods at the Client’s expense.
2.5 Risk Assessment and Loading Arrangements
– The Client must provide appropriate method statements and risk assessments for any unusual, heavy, oversized, or sensitive goods.
– If delivery or collection occurs at a third-party facility (not managed by Fullfilwave), the Client is responsible for loading and unloading safety at those premises.
2.6 Ongoing Communications
Clients must:
– Keep Fullfilwave informed of any material changes affecting their account, operations, product range, or volume.
– Respond promptly to queries or requests for clarification.
– Keep their contact and billing information up to date in the WMS.
2.7 Instruction for Stock Rotation
Stock is dispatched in the order received unless the Client provides written FIFO (First-In-First-Out), LIFO (Last-In-First-Out), or batch management instructions. Special handling fees may apply.
2.8 Indemnity
The Client agrees to indemnify Fullfilwave against any claims, costs, damages, losses, or legal liabilities incurred as a result of:
– Breach of the Terms outlined in this document.
– The delivery of non-compliant, hazardous, or illegal goods.
– Delays, penalties, or losses caused by inaccurate documentation or lack of instruction.
– Any customs, tax, or import/export infractions associated with the goods.
If Fullfilwave becomes liable due to client negligence, all legal, administrative, and mitigation expenses will be recoverable from the Client.
3.1 Service Quality
– Fullfilwave commits to performing all services with reasonable skill, care, and in accordance with professional standards applicable to logistics and warehousing.
3.2 Personnel and Facilities
– Fullfilwave will ensure that all facilities meet operational, health and safety, and security standards, and that all personnel are trained and qualified for their duties.
3.3 Transparency and Communication
– Fullfilwave will provide Clients with clear communication regarding their account, including service performance, storage status, and billing.
3.4 Compliance
– Fullfilwave shall comply with all applicable laws, including customs, taxation, health and safety, and data protection regulations.
3.5 Complaint Handling
– Fullfilwave maintains an internal complaints and escalation policy and will strive to resolve disputes promptly and professionally.
3.6 Service Downtime and Disruptions
– While Fullfilwave will use reasonable efforts to avoid service interruptions, some downtime may occur due to maintenance or technical issues. Clients will be informed of planned outages and remedies where applicable.
Fullfilwave has strict policies regarding the acceptance, storage, handling, and transportation of certain types of goods. These are in place to ensure legal compliance, operational safety, and the protection of personnel and property.
4.1 Categories of Prohibited Goods
The following categories of goods are strictly prohibited from being received, stored, handled, or shipped by Fullfilwave under any circumstances:
– Illegal substances or items: Including narcotics, unlicensed pharmaceuticals, and any contraband.
– Hazardous materials: Any substance categorized as dangerous under applicable laws or international shipping guidelines (e.g., ADR, IATA, IMDG), including corrosives, flammables, explosives, and radioactive materials.
– Weapons and firearms: Including ammunition, explosives, firearms, and replicas.
– Stolen goods: Items reported as stolen or acquired illegally.
– Human remains or biological materials: Including organs, body parts, or tissue samples.
– Animals and wildlife products: Live animals, animal remains, or endangered species products.
– Pornographic or obscene material: As defined by UK and EU law.
– Currency, bearer instruments, or negotiable financial documents: Including cash, checks, promissory notes, or securities.
– Perishable goods: Items requiring refrigeration or controlled temperature handling unless previously authorized.
4.2 Restricted Goods (Subject to Prior Written Authorization)
The following may be permitted on a case-by-case basis, subject to written approval and operational evaluation:
– Lithium batteries or electronics containing them
– Cosmetics, chemicals, or aerosols with limited classification
– Nail polish, perfume, or alcohol-based products in low quantities
– Over-the-counter medications or supplements
– Food supplements, vitamins, and similar products (non-perishable only)
Clients must disclose the full product composition, safety data sheets (if applicable), and packaging format before these items are approved. Additional fees, custom labeling, or special handling charges may apply.
4.3 Consequences of Violation
– If prohibited goods are discovered at any point, Fullfilwave reserves the right to quarantine, reject, destroy, or return the goods at the Client’s sole expense.
– The Client will be fully liable for all damages, penalties, or operational disruptions caused by undisclosed or misrepresented goods.
– Any violation of this section constitutes a material breach of contract and may result in immediate termination of services.
5.1 Service Access
Fullfilwave provides warehouse, logistics, and fulfillment services through its operational centers located in the United Kingdom, Germany, and Italy, with additional support via partner facilities in France, Spain, and Poland.
Clients have access to Fullfilwave’s services via its proprietary Warehouse Management System (WMS), available 24/7 online, which integrates inventory management, inbound and outbound shipment control, billing, reporting, and customer service ticketing.
5.2 Standard Services Offered
Fullfilwave provides a comprehensive range of services, including but not limited to:
– Inbound receipt and inspection of boxes, pallets, and containers.
– Unloading and processing of loose cartons or palletized deliveries.
– Product storage based on size, weight, turnover, or batch control.
– Amazon FBA preparation (e.g., poly bagging, labeling, bundling).
– Fulfilled-by-Merchant (FBM) order processing and shipping.
– Returns handling and reporting.
– Relabeling, re-boxing, or additional packaging where necessary.
– Box and pallet forwarding.
– Container loading and outbound logistics to Amazon, wholesalers, retailers, or final customers.
5.3 Account Set-Up and Access
– Clients must register via Fullfilwave’s website and receive confirmation before submitting any goods.
– WMS access is secured via account credentials; clients are responsible for protecting their login information.
– Use of the WMS and associated services is governed by these Terms and by any user-specific Service Level Agreements (SLAs).
5.4 Staff Access, Site Visits, and Communication
– Clients may request scheduled visits to Fullfilwave facilities with reasonable notice.
– Site access is granted at Fullfilwave’s discretion and subject to health and safety compliance.
– Communication regarding accounts, order status, service changes, and urgent issues must occur through the designated communication channels listed in the WMS or on Fullfilwave’s contact page.
6.1 Goods Receipt and Check-In
– Upon receipt, inbound goods are inspected for damage, conformity to documentation, and compliance with Fullfilwave’s requirements.
– Discrepancies between the packing list and actual goods received will be logged and reported via the WMS.
– Where packaging is damaged or labeling is missing, relabeling or repacking services will be performed and charged accordingly.
6.2 Inbound Categorization
Inbounds are categorized by the following types:
– Box (individual cartons)
– Pallet (palletized units)
– Container (20ft or 40ft, loose or palletized)
– Returns (customer or marketplace returns)
– Removals (e.g., Amazon removals)
Each inbound must include a booking reference and must be entered into the WMS before arrival. Unique customers TFP number, located in the account should be displayed on each of the Inbound received by Fullfilwave’s Inbound department. Missing reference numbers or client’s identification number on the Inbound, will result in delays, and might be missing on WMS.
6.3 Storage Policies
– Goods are stored in designated zones depending on turnover speed, size, batch control, and packaging type.
– Storage fees apply on a weekly basis, calculated per cubic meter (CBM) with a 1 CBM minimum per 1 week.
– Clients are invoiced for full week of storage, even if goods are removed earlier.
– Dangerous goods, food, and items requiring refrigeration are excluded unless specifically approved in advance.
6.4 Inventory Visibility and Management
– Clients have access to real-time inventory data via the WMS.
I – nventory updates occur after inbound processing, order fulfillment, or stock movements within the warehouse.
– Fullfilwave is not responsible for discrepancies due to client-side forecasting, lost sales, or mismanagement unless negligence is proven.
6.5 Outbound Handling
– Shipments are processed according to standard courier guidelines and cut-off times.
– Cut of time for daily orders are set by the Fullfilwave and apply with the same principle for all countries where services are rendered. Cut off time (2PM Local) orders might be scheduled to be processed next working day, unless agreed in writing with the client.
– Pick and Pack services are charged by parcel size (Large Letter, Small, Medium, Large Parcel).
– Courier labels can be provided by the Client or purchased via Fullfilwave’s contracted courier network.
– All outbound shipments are assigned tracking numbers visible in the WMS. Unless untracked service has been used.
6.6 International Shipping
– Fullfilwave supports international outbound shipping under Delivered Duty Unpaid (DDU) terms only.
– Clients are responsible for customs clearance, duties, and brokerage.
– For courier labels provided by Fullfilwave, customs declarations must include accurate product information and value.
6.7 Unclaimed, Aged, or On-Hold Goods
– Goods that remain in storage without movement or instruction for more than 90 days may be flagged as “Aged Stock.”
– Fullfilwave may issue notices for stock review, rotation, or disposal.
– Products on hold due to compliance, payment, or documentation issues will not be released until resolved.
7.1 Overview
All services provided by Fullfilwave are chargeable as outlined in the individual service agreements, pricing schedules, or estimates supplied. Clients agree to pay the charges according to the terms outlined below and in any formal quotations or agreements made.
7.2 Quotation Validity and Price Revisions
– Standard quotations are valid for a period of 30 days from issue unless otherwise stated.
– Fullfilwave reserves the right to revise pricing due to significant increases in operational costs, such as:
* Fuel surcharges.
* Labor rate changes.
* Increases in third-party courier rates.
* Currency fluctuations (for non-GBP billing).
* Regulatory compliance requirements.
– A minimum of 7 days’ notice will be provided for fuel-related price changes and 21 days for other adjustments.
– If a client disagrees with the revised charges, they may terminate the agreement with 21 days’ written notice and must arrange for goods to be removed before the revised pricing becomes effective.
7.3 Billing Cycle
– Standard Services: Invoices for standard fulfillment, storage, and handling services are issued bi-weekly.
– Special Projects: Invoiced upon completion or based on agreed project milestones.
– Label Purchases, Custom Packaging, or Ad-Hoc Services: May be invoiced immediately after the service has been rendered.
7.4 Payment Terms
– Invoices must be paid in full within 7 business days from the date of issue unless otherwise agreed.
– All invoices are issued electronically (PDF format) to the registered billing contact. Invoices are also available on the Fullfilwave’s WMS.
– Time for payment is of the essence. Late payment may result in delayed service, shipment holds, or account suspension.
– Positive balance in the account should be kept up to date to cover any outstanding payments for services rendered.
7.5 Late Payment Penalties
If payment is not received by the due date:
– Interest of 1.5% per calendar month will apply on overdue balances, calculated on a daily basis and compounded monthly. Unless agreed otherwise.
– Services may be suspended without notice, and access to the WMS may be restricted.
– Goods may be withheld until outstanding balances are cleared.
7.6 Right to Offset
Fullfilwave reserves the right to offset any amount due from the Client against any amount owed to the Client by Fullfilwave, including refund amounts, pending returns, or credit balances.
7.7 Personal Liability (Private Companies)
If the Client is a private company, Fullfilwave may require one or more directors, shareholders, or responsible individuals to provide a personal guarantee.
– Liability is joint and several.
– Guarantees are considered a primary responsibility; Fullfilwave may pursue guarantors directly without first claiming against the company.
7.8 Currency and Tax
– Charges are quoted and payable in GBP (£), unless otherwise agreed.
– VAT or applicable taxes will be charged in addition where legally required.
– Clients outside the UK are responsible for ensuring compliance with VAT and tax regulations in their own jurisdiction.
8.1 General Lien
Fullfilwave holds both a general and specific lien over all goods and associated documentation in its possession or control. This lien serves as security for all outstanding amounts owed to Fullfilwave by the Client, including:
– Storage fees.
– Fulfillment charges.
– Packaging or handling costs.
– Administrative charges.
– Duty, customs, or tax obligations assumed by Fullfilwave on behalf of the Client.
– Legal fees or collection costs incurred by Fullfilwave due to Client default.
8.2 Enforcing a Lien
– Goods may be detained under lien until full payment is made.
– If payment remains overdue after 21 days of lien enforcement notice, Fullfilwave reserves the right to sell, dispose, or auction the goods to recover amounts owed.
– Storage charges will continue to accrue while the goods remain under lien.
– Fullfilwave is not obligated to insure goods detained under lien.
– Goods held by subcontractors or agents of Fullfilwave will be considered under Fullfilwave’s possession for lien purposes.
8.3 Proceeds of Sale
– Any sale proceeds (after deducting amounts owed and reasonable costs of sale, legal fees, and other charges) will be returned to the Client.
– Fullfilwave accepts no responsibility for achieving the best price during sale or disposal.
– Clients waive any claims for losses related to value depreciation, market fluctuations, or perceived underpricing.
9.1 Responsibility for Insurance
– Fullfilwave does not insure Client goods unless explicitly agreed in writing.
– The Client is solely responsible for obtaining and maintaining insurance coverage against:
* Loss.
* Theft.
* Damage.
* Deterioration.
* Fire, flood, or other disasters.
* Goods in transit or in storage.
9.2 Insurance of Fullfilwave’s Liability
– Fullfilwave may maintain insurance that covers its liability arising from negligence or breach of duty.
– This coverage is not an insurance of the goods themselves.
– Clients should not rely on Fullfilwave’s insurance as a substitute for insuring their own goods.
9.3 Optional Extended Coverage
Clients may request Fullfilwave to arrange additional coverage for specific shipments or storage:
– Such insurance will only be placed once agreed to in writing and invoiced to the Client.
– If insurers fail to pay in full, Fullfilwave’s liability is limited to the amount actually paid or to a maximum of £100 per tonne, whichever is greater.
9.4 Proof of Coverage
– Upon request, the Client must provide Fullfilwave with evidence of their insurance coverage, including:
* Policyholder name.
* Insurer details.
* Coverage limits.
* Coverage period.
* Specific goods covered.
9.5 Exclusion of Liability for Uninsured Goods
– Fullfilwave will not be liable for losses relating to uninsured goods.
In cases where the Client fails to insure goods and a loss occurs, Fullfilwave will not be responsible for damages beyond those explicitly covered by any written liability agreement or insurance obtained under Clause 9.3.
10.1 General Disclaimer of Liability
Unless otherwise explicitly agreed, Fullfilwave assumes no liability for the loss, damage, or deterioration of goods, or for failure or delay in the performance of services, except as provided in this section.
10.2 Limitation of Liability
– Fullfilwave’s liability for any loss or damage, including claims for breach of contract or negligence, is strictly limited to the lesser of:
* £100 per tonne gross weight of the affected goods.
* The amount recovered from insurers under any optional liability coverage arranged pursuant to Clause 9.
10.3 Excluded Losses
Fullfilwave shall not be liable for the following under any circumstances:
– Loss of profits, sales, or business.
– Loss of contracts or anticipated savings.
– Business interruption or reputational harm.
– Loss of goodwill or opportunity.
– Wasted expenditures.
I – ndirect, incidental, or consequential damages.
– Any loss arising from delay, misdirection, or misinformation unless directly caused by Fullfilwave’s willful negligence.
10.4 Notification and Claims Procedure
To file a claim:
– The Client must notify Fullfilwave in writing within 10 calendar days of the event giving rise to the claim.
– Full supporting documentation must be provided within 21 calendar days of the initial notification.
– In the event of non-delivery, notice must be provided no later than 2 business days after the expected delivery date.
10.5 Time Limitation for Legal Proceedings
– No legal action (including counterclaims) may be brought unless proceedings are commenced and served within 9 months of the date of the event giving rise to the claim.
10.6 Contributory Negligence or Client Breach
– Fullfilwave’s liability shall be reduced or eliminated to the extent that the loss or damage was caused or contributed to by:
* The Client’s failure to comply with their obligations.
* Acts or omissions by parties outside of Fullfilwave’s control.
* Any event described under Clause 15 (Force Majeure).
10.7 Additional Parties
– The Client shall not bring claims against any employee, contractor, or agent of Fullfilwave.
– If a third party pays damages or compensation due to a claim related to Fullfilwave’s services, the Client shall indemnify Fullfilwave for any claims the third party may bring seeking recovery or contribution.
10.8 No Waiver by Partial Performance
Any services performed by Fullfilwave in part shall not be construed as a waiver of its liability limitations. Claims alleging refusal of service must account for the extent of services rendered.
11.1 Mutual Termination Rights
– Either party may terminate this agreement by giving not less than one month’s written notice.
– Early termination may be agreed mutually under separate terms.
11.2 Immediate Termination by Fullfilwave
Fullfilwave may terminate the agreement with immediate effect if:
– The Client fails to pay an invoice by the due date.
– The Client commits a material or persistent breach of any term of the agreement and fails to remedy the breach within 10 business days of receiving written notice.
– The Client suffers an insolvency event (including but not limited to liquidation, administration, or appointment of receivers).
– The Client handles goods in violation of Clause 4 (Prohibited Goods) or in breach of relevant laws.
11.3 Obligations upon Termination
Upon termination:
– The Client must immediately pay all outstanding invoices, including those not yet invoiced for completed work or incurred costs.
– All goods must be collected from Fullfilwave’s facility within 7 days.
– Fullfilwave may dispose of uncollected goods at the Client’s expense after the 7-day period.
– Termination shall not affect accrued rights or obligations existing prior to the termination date.
11.4 Survival of Terms
The following clauses shall survive termination:
– Section (Definitions).
– Clause 7 (Charges and Payment).
– Clause 8 (Lien).
– Clause 10 (Liability).
– Clause 12 (Data Protection).
– Clause 17 (Governing Law).
– Clause 18 (Miscellaneous Provisions).
12.1 Compliance with Applicable Law
Both parties agree to fully comply with:
– The UK General Data Protection Regulation (UK GDPR).
– The Data Protection Act 2018.
– Any successor legislation and international data laws applicable to services rendered.
12.2 Roles of the Parties
– Fullfilwave acts as the Data Processor.
– The Client acts as the Data Controller.
12.3 Purpose and Scope of Processing
Personal data shared by the Client or its customers may be processed by Fullfilwave solely for the purpose of:
– Providing the contracted services.
– Managing stock and order fulfillment.
– Processing deliveries.
– Meeting regulatory and compliance obligations.
12.4 Fullfilwave’s Commitments
Fullfilwave agrees to:
– Implement and maintain appropriate technical and organizational safeguards against unauthorized access, disclosure, or loss of personal data.
– Ensure that staff handling personal data are contractually obligated to maintain confidentiality.
– Report any data breach to the Client within 1 working day of discovery.
– Cooperate fully with the Client to investigate and mitigate the effects of a breach.
– Assist in responding to any data subject access request, third-party inquiry, or regulatory audit.
12.5 Sub-processing
– Fullfilwave may engage subcontractors (sub-processors) to process data, provided they offer equivalent levels of protection.
– A list of approved sub-processors can be made available upon request.
12.6 Return or Destruction of Data
– Upon service completion or contract termination, the Client must provide written instructions on whether the data should be:
* Returned in a specified format.
* Anonymized or deleted.
12.7 Client’s Responsibilities
– Ensure data supplied is accurate, clean, and virus-free.
– Ensure that proper data collection and sharing permissions have been obtained from data subjects.
12.8 Exclusions
– Fullfilwave is not liable for any corruption, loss, or transmission failure of data originating from the Client’s own systems or due to unauthorized access arising from Client-side negligence.
13.1 Definition
A “Force Majeure Event” is any event or circumstance beyond the reasonable control of Fullfilwave that prevents, delays, or hinders the performance of its obligations under this Agreement. This includes, but is not limited to:
– Acts of God (e.g., storms, floods, fires, or other natural disasters).
– War, terrorism, armed conflict, civil unrest, or insurrection.
– Governmental actions, lockdowns, embargoes, or export/import restrictions.
– Pandemic or epidemic events.
– Labor disputes, strikes, or industrial actions.
– Failure or disruption of transport networks, utilities, communication systems, or infrastructure.
– Cyber-attacks, ransomware, or other unauthorized breaches of IT systems.
– Failure of third-party suppliers, subcontractors, or carriers.
13.2 Suspension of Obligations
In the event of a Force Majeure occurrence:
– Fullfilwave’s obligations shall be suspended to the extent and for the duration of the Force Majeure Event.
– Fullfilwave will make commercially reasonable efforts to resume services as soon as possible.
– Clients will be notified promptly of the occurrence and potential impact.
13.3 Termination for Prolonged Force Majeure
If the Force Majeure Event continues for a period of more than 60 consecutive days, either party may terminate the Agreement upon written notice to the other party without liability, except for obligations accrued prior to termination.
13.4 No Liability
Fullfilwave shall not be held liable for any delay, failure, or non-performance of services resulting from a Force Majeure Event.
14.1 Ownership
– All intellectual property rights, including but not limited to software, systems, documentation, procedures, branding, designs, and custom developments created by Fullfilwave shall remain the exclusive property of Fullfilwave.
14.2 Limited License
– The Client is granted a limited, non-exclusive, non-transferable license to use Fullfilwave’s systems and tools solely for the duration and purposes of this Agreement.
14.3 Restrictions
– Clients may not reproduce, adapt, translate, distribute, or reverse-engineer any part of Fullfilwave’s proprietary materials without explicit written permission.
– Any modifications or contributions made by the Client to Fullfilwave systems or tools shall become the sole property of Fullfilwave unless otherwise agreed.
14.4 Use of Client’s Materials
– Any logos, trademarks, or copyrighted material provided by the Client for fulfillment purposes shall remain their property.
– The Client warrants they have the full legal right to use and share such materials with Fullfilwave.
15.1 Right to Subcontract
– Fullfilwave reserves the right to delegate or subcontract any part of its services to qualified third parties, including warehousing, transportation, technology support, or value-added services.
15.2 Obligations Remain with Fullfilwave
– Even when using subcontractors, Fullfilwave remains responsible for ensuring services are delivered in line with the agreed terms, unless otherwise stated.
15.3 Selection Criteria
– Fullfilwave shall use commercially reasonable efforts to select reputable and competent subcontractors or agents based on quality, reliability, compliance, and experience.
15.4 Facility Access and Staff Conduct
– Where Client representatives visit Fullfilwave facilities, they must adhere to all safety, confidentiality, and operational protocols.
– Fullfilwave personnel shall be properly trained and equipped to handle goods with diligence and care.
15.5 Third-Party Agreements
– The Client may not directly engage Fullfilwave’s staff or subcontractors for services covered under this agreement without Fullfilwave’s written consent.
16.1 TUPE Definition
TUPE refers to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (and any successor regulations). These laws are intended to safeguard employees’ rights in the event of a business transfer or service provision change.
16.2 Inward TUPE Transfers
Where Fullfilwave becomes the incoming service provider:
– The Client shall indemnify Fullfilwave against any liabilities relating to employees whose employment is transferred, including:
* Redundancy, dismissal, or discrimination claims.
* Unpaid wages, holiday pay, or benefits due before the transfer.
* Any breach of employment law by the previous employer (Transferor).
16.3 Outward TUPE Transfers
If services are transferred away from Fullfilwave to another provider:
– The Client shall indemnify Fullfilwave against any liability caused by the new provider (Transferee) failing to meet its legal obligations, including failure to consult with affected employees.
16.4 Employee Liabilities
The Client shall disclose any relevant information regarding potential TUPE transfers in advance and fully cooperate with Fullfilwave to manage any employment-related transitions responsibly.
17.1 Applicable Law
Unless otherwise agreed in writing, the Agreement and all disputes arising under it shall be governed by the laws of England and Wales.
17.2 Jurisdiction
– The parties agree that the courts of England and Wales shall have exclusive jurisdiction over all disputes arising out of or in connection with the Agreement, including any non-contractual obligations.
17.3 Alternative Dispute Resolution
– Before initiating court proceedings, the parties will attempt to resolve any disputes amicably through negotiation and, if required, mediation.
18.1 Entire Agreement
– This Agreement constitutes the entire understanding between the parties. It supersedes any prior agreements, communications, or representations.
18.2 Variation
– No changes to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
18.3 Severability
– If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain valid and enforceable.
18.4 Waiver
– Any failure or delay by either party to exercise rights or remedies under this Agreement shall not constitute a waiver unless explicitly stated in writing.
18.5 Assignment
– The Client shall not assign or transfer any rights under this Agreement without Fullfilwave’s prior written consent. Fullfilwave may assign or subcontract its obligations at its discretion.
18.6 Survival
– Clauses intended to survive termination (e.g., confidentiality, liability, intellectual property, and jurisdiction) will remain in effect after this Agreement ends.
19.1 Versioning
– The current version of these Terms and Conditions is listed at the top of this document. Clients are advised to retain a copy for their records.
19.2 Updates
– Fullfilwave may update these Terms from time to time to reflect legal, operational, or regulatory changes. Updates will be communicated via email or posted on our official website.
19.3 Notice Period for Updates
– Unless required by law or urgency, a minimum of 30 days’ notice will be provided prior to implementing substantive changes. Continued use of services after that date constitutes acceptance.
Welcome to Fullfilwave
Information about Fullfilwave and its terms and conditions
Fullfilwave provides efficient and reliable third-party logistics services for businesses of all sizes.
What are Our Terms and Conditions?
Our terms and conditions cover important details such as delivery times, liability, and payment policies to protect both our clients and our company.
