SHIPSMART GLOBAL LLC

Cross-Border Technology & Logistics

TERMS & CONDITIONS

Technology Platform & Cross-Border Logistics Services

Version 3.0 — February 2026

TABLE OF CONTENTS

PART I — TECHNOLOGY PLATFORM TERMS

1. Definitions
2. Platform Services & Scope
3. System Availability & SLA
4. Intellectual Property
5. Data Protection & Privacy

PART II — COMMERCIAL & GENERAL TERMS

6. Pricing & Payment
7. Term, Renewal & Termination
8. Confidentiality
9. Anti-Corruption & Compliance
10. Governing Law & Jurisdiction

PART III — CROSS-BORDER LOGISTICS TERMS

11. Shipping Services & Carrier Management
12. Customs, Duties & Tax Handling (DDP/DAP Incoterms)
13. Merchant of Record (MoR) Framework
14. Insurance & Liability Limitations
15. Returns & Reverse Logistics

PART IV — FREIGHT, TAX & DUTY RECONCILIATION

16. Reconciliation Purpose & Seller Billing Model
17. Reconciliation Process & Cadence
18. AWB Verification & Additional Cost Identification
19. Duty/Tax Reconciliation & Seller Re-billing
20. Dispute & Variance Management
21. Debit Note Management
    

PART V — FULFILLMENT & WAREHOUSING SERVICES

22. Fulfillment Services Scope & Definitions
23. Inbound Receiving & Inventory Acceptance
24. Storage & Warehousing
25. Pick, Pack & Dispatch
26. Inventory Management & Reporting
27. Fulfillment Liability, Insurance & Claims
28. Inventory Removal, Disposal & Abandonment

PART I — TECHNOLOGY PLATFORM TERMS

1. Definitions

For purposes of these Terms & Conditions, the following definitions apply:

• “ShipSmart” or “Company”: SHIPSMART holding and its subsidiaries, providing cross-border e-commerce technology and logistics services;
• “Seller” or “Client”: The legal entity that contracts ShipSmart’s services as identified in the corresponding Offer or Service Agreement. Seller may also be referred to as Customer or Merchant.
• “Platform” or “System”: The proprietary software platform available at shipsmart.com.br (and related domains) and associated APIs, enabling quotation, order management, shipping label generation, tracking, and freight reconciliation for cross-border e-commerce operations.
• “Carrier”: Third-party transportation companies (including but not limited to FedEx, UPS, DPD, and others) engaged by ShipSmart or the Seller for international and domestic shipment of goods.
• “AWB” (Air Waybill): The unique tracking identifier assigned to each shipment by the Carrier, serving as the primary reconciliation key for freight billing and the basis for identifying additional costs to be re-billed to the Seller.
• “Shipment”: Any product, package, or document transported through ShipSmart’s Platform.
• “Reconciliation”: The systematic process of verifying freight charges per AWB, identifying any additional costs (surcharges, weight adjustments, duty variances), and re-billing confirmed amounts to the Seller.
• “MoR” (Merchant of Record): The legal entity that assumes responsibility as the seller of record for cross-border transactions, including tax collection, remittance, and compliance obligations.
• Checkout Integration Solution: The solution developed by Shipsmart to integrate localized payment methods solutions such as Paypal or Stripe and ecommerces, allowing sellers to consider the full sale (product + freight + taxes) through payment in local currency
• “DDP” (Delivered Duty Paid — Incoterms® 2020): The Incoterm under which the seller (or ShipSmart on behalf of the Seller) bears all costs and risks of delivering goods to the named destination, including customs clearance, duties, and taxes at the country of import.
• “DAP” (Delivered at Place — Incoterms® 2020): The Incoterm under which the seller (or ShipSmart on behalf of the Seller) delivers goods to the named destination, with the buyer responsible for import customs clearance, duties, and taxes. DAP replaces the former DDU (Delivered Duty Unpaid) terminology.
• “Landed Cost”: The total cost of a shipment at the destination, including freight, duties, taxes, insurance, and ancillary charges.
• “Dead Freight”: AWBs generated in the System but never resulting in actual transport (e.g., duplicates, corrections, re-dispatches) that must be excluded from Seller billing.
• “HS Code”: Harmonized System classification code used by customs authorities to determine applicable duty rates.
• “Incoterms®”: The International Commercial Terms published by the International Chamber of Commerce (ICC), 2020 edition, defining the responsibilities of sellers and buyers for the delivery of goods under sales contracts.

2. Platform Services & Scope

2.1 Services Provided

ShipSmart provides the Seller with access to its proprietary Platform for cross-border e-commerce operations, including:

1. Quotation Engine: Real-time freight and landed cost calculations across multiple carriers and service levels, incorporating applicable Incoterms (DDP or DAP).
2. Order Management: Integration with the Seller’s e-commerce platform (Shopify, WooCommerce, VTEX, Magento, custom APIs) for automated order processing.
3. Label Generation & Shipping: Automated creation of shipping labels using ShipSmart’s carrier contracts or Seller-provided carrier accounts.
4. Tracking & Visibility: End-to-end shipment tracking synchronized with carrier data.
5. Tax & Duty Calculation: Automated calculation of duties, taxes, and customs fees based on HS codes, declared values, and destination regulations.
6. Freight Reconciliation: Systematic AWB-level freight verification, identification of additional costs (weight adjustments, surcharges, duty variances), and re-billing to the Seller.
7. Returns Management: Reverse logistics workflow including return authorization, carrier coordination, and disposition rules.

2.2 Limitations & Scope Boundaries

The Seller acknowledges that:

• Services are limited to those specified in the Offer and this agreement. Additional features, integrations, or customizations require separate agreement and may incur additional fees.
• ShipSmart’s quotation engine provides estimates based on declared product information. Final charges may vary due to carrier re-measurement, customs reclassification, or regulatory changes. Any such variances are identified during reconciliation and re-billed to the Seller per Part IV.
• The Platform is provided for logistics purposes only. ShipSmart is not responsible for the Seller’s products, product compliance, or consumer disputes.

2.3 Integration Requirements

The Seller shall provide all technical information necessary for integration, including API credentials, platform access, product catalogs with accurate HS codes, and weight/dimension data. Inaccurate data provided by the Seller that results in freight discrepancies (e.g., re-measurement surcharges, HS code reclassification) shall be the Seller’s financial responsibility and will be re-billed accordingly.

3. System Availability & SLA

3.1 Uptime Commitment

ShipSmart commits to maintaining Platform availability at a minimum of 93.5% per calendar month, excluding:

• Scheduled maintenance windows (communicated with minimum 48 hours advance notice).
• Emergency security interventions to prevent or remediate cyber threats.
• Force majeure events (natural disasters, government actions, telecommunications failures, third-party hosting outages beyond ShipSmart’s control).

3.2 Support Hours

Technical support is available on business days from 9:00 AM to 6:00 PM (Eastern Time) via email, chat, or dedicated communication channel. ShipSmart commits to an initial response within 24 business hours for all support tickets, with prioritization based on severity classification.

3.3 Incident Classification

4. Intellectual Property

All intellectual property rights in the Platform, including source code, algorithms, APIs, documentation, and any derivative works, remain the exclusive property of ShipSmart. The Seller receives a non-exclusive, non-transferable, revocable license to use the Platform solely for the purposes contemplated in this agreement during its term.

Data, product information, and transactional records generated by the Seller’s operations through the Platform remain the property of the Seller, subject to ShipSmart’s right to use anonymized and aggregated data for platform improvement and benchmarking purposes.

5. Data Protection & Privacy

5.1 United States

ShipSmart complies with applicable U.S. federal and state data protection laws, including but not limited to:

• The California Consumer Privacy Act (CCPA) and its amendments (CPRA), to the extent applicable based on Seller or end-consumer residency.
• The Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Connecticut Data Privacy Act (CTDPA), and other state privacy laws as applicable.
• The Children’s Online Privacy Protection Act (COPPA) where relevant.

ShipSmart shall implement reasonable administrative, technical, and physical safeguards to protect personal information processed under this agreement, consistent with industry standards.

5.2 Brazil

Both parties commit to full compliance with Lei nº 13.709/2018 (LGPD). Personal data processed under this agreement shall be limited to what is strictly necessary for service execution. Either party must notify the other within 24 hours of any data breach affecting personal data related to this agreement.

5.3 European Union & United Kingdom

For operations involving EU/UK destinations where ShipSmart acts as MoR or processes personal data of EU/UK residents, ShipSmart shall additionally comply with:

• Regulation (EU) 2016/679 (GDPR) and the UK GDPR, including lawful basis for processing, data subject rights, and Data Protection Impact Assessments where required.
• Cross-border transfer mechanisms (Standard Contractual Clauses or UK International Data Transfer Agreement) for transfers of personal data outside the EU/UK.
• The EU ePrivacy Directive to the extent applicable to electronic communications.

5.4 Mexico (LFPDPPP)

For operations involving Mexico (including through ShipSmart’s affiliated entity SHIPSMART ENVIOS, S.A.P.I. de C.V., RFC: SEN230921EE4), ShipSmart shall comply with:

• The Mexican Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares, LFPDPPP) and its implementing regulations.
• The requirement to provide a Privacy Notice (Aviso de Privacidad) to data subjects, detailing the purposes for which personal data is collected, the data controller’s identity, and mechanisms for exercising ARCO rights (Access, Rectification, Cancellation, Opposition).
• INAI (National Institute for Transparency, Access to Information, and Personal Data Protection) guidelines for cross-border data transfers, ensuring adequate protection when personal data is transferred outside Mexico.
• Consent requirements under LFPDPPP, including express consent for sensitive personal data and financial data.

Note: Mexico’s data protection regime is particularly relevant given ShipSmart’s cross-border shipping operations originating from or destined to Mexico, and the processing of Mexican consumers’ personal and financial data for customs and delivery purposes.

5.5 Data Retention

Upon termination, personal data shall be securely deleted or anonymized within 90 days, unless retention is required by applicable law, regulation, or tax authority requirements. Reconciliation records and freight documentation shall be retained for 5 (five) years for audit and compliance purposes across all jurisdictions.

5.6 Data Breach Notification

Either party must notify the other within 72 hours of any confirmed data breach affecting personal data related to this agreement. The notification shall include the nature of the breach, categories and approximate number of affected data subjects, likely consequences, and measures taken or proposed to mitigate the breach.

PART II — COMMERCIAL & GENERAL TERMS

6. Pricing & Payment

6.1 Fee Structure

Fees are defined in the applicable Offer and may include:

• Setup Fee: One-time implementation and onboarding charge.
• Annual Platform Fee: Recurring fee for Platform access and support, capped at a defined shipment volume per year.
• Per-Shipment Fee: Variable fee per shipment exceeding the annual volume cap.
• MoR Fee: Where applicable, a percentage of transaction value for Merchant of Record services.
• Checkout Fee: Recurring and variable fee for payment services offered through the ShipSmart Checkout.
• Fulfillment Services: Services provided by ShipSmart in receiving, handling, storage, and dispatch.
• Logistics Services: Freight, parcels, and other transportation services.

6.2 Payment Terms

Default payment terms are Net 5 (five business days from reconciliation report delivery and invoice presentation). Accepted payment methods include wire transfer, credit card, and other methods as made available by our finance partners (PayPal, Stripe, Mercado Pago).

6.3 Late Payment

Late payments (beyond 10 calendar days past due) incur: (a) interest at the rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance, calculated from the due date; (b) reasonable collection costs. ShipSmart reserves the right to suspend services after 30 days of non-payment, with prior written notice.

6.4 Fee Adjustments

ShipSmart may adjust fees upon contract renewal or regulatory events. Any mid-term fee changes require 15 days written notice.

7. Term, Renewal & Termination

7.1 Initial Term

12 (twelve) months from the Effective Date, automatically renewed for successive 12-month periods unless either party provides written notice at least 60 (sixty) days before the expiration of the current term.

7.2 Termination

Once the Offer is accepted and signed, the contracted service—whether punctual or successive for a specified period—cannot be terminated without cause, subject to the application of the termination fine set forth in Section 7.4.

Termination for cause shall occur upon non-compliance with any of the clauses provided herein. If initiated by the Seller, such termination will result in the cancellation of the Seller’s account and the application of the termination fine set forth in Section 7.4.

7.3 Termination for Convenience

Either party may terminate for convenience upon 90 (ninety) days prior written notice. Early termination fees as set forth in Section 7.4 shall apply.

7.4 Termination Fine

The termination fine shall be 30% of the total amount paid to any party, calculated as the average monthly value over a 12-month period, excluding fees for the implementation project.

7.5 Transition Obligations

Upon termination, regardless of cause: (a) all in-transit shipments must be completed; (b) a final reconciliation covering all outstanding charges, credits, and disputes must be executed within 30 days; (c) pending disputes continue to be managed until resolution; (d) Seller data is made available for export and subsequently deleted per Section 5.5.

8. Confidentiality

This agreement and all information exchanged in its execution are strictly confidential. Neither party shall disclose Confidential Information to third parties without prior written consent, except: (a) as required by law, regulation, or court order; (b) to professional advisors bound by confidentiality obligations; or (c) to the extent the information becomes publicly available through no fault of the receiving party. Confidentiality obligations survive termination for 3 (three) years.

9. Anti-Corruption & Compliance

Both parties represent and warrant compliance with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010 (to the extent applicable), and equivalent laws in all jurisdictions where services are performed. Neither party shall offer, promise, or provide any undue benefit to public officials or private sector representatives in connection with this agreement.

10. Governing Law & Jurisdiction

10.1 Governing Law

This agreement shall be governed by and construed in accordance with the laws of Florida, United States, without regard to its conflict of laws principles.

10.2 Dispute Resolution

Any dispute arising out of or in connection with this agreement that cannot be resolved through good-faith negotiation within 30 (thirty) days shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Miami, Florida. The arbitration shall be conducted in English. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.3 Injunctive Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

PART III — CROSS-BORDER LOGISTICS TERMS

11. Shipping Services & Carrier Management

11.1 Carrier Representation

ShipSmart acts as the Seller’s authorized representative with respect to Carriers. ShipSmart transmits shipping instructions, manages carrier contracts, and processes freight payments for subsequent reconciliation and re-billing to the Seller per the cadence defined in Part IV.

11.2 Shipping Modalities (Incoterms® 2020)

Shipments are processed via international courier service (door-to-door air express), using ShipSmart’s carrier contracts or Seller-provided contracts, under the following Incoterms® 2020:

• DDP (Delivered Duty Paid): The Seller (via ShipSmart) bears all costs and risks including customs clearance, duties, and taxes at the destination country. Costs are initially advanced by ShipSmart through the carrier account and subsequently reconciled with the Seller.
• DAP (Delivered at Place): The Seller (via ShipSmart) delivers goods to the named destination, but the buyer is responsible for import customs clearance, duties, and taxes. ShipSmart expressly warns that DAP may result in buyer dissatisfaction, delivery delays, refused deliveries, and returns, particularly for consumer e-commerce shipments. The Seller assumes all risk and costs associated with choosing DAP, such as but not limited to return freight and re-import costs.

Any reference to Incoterms in this agreement refers to the Incoterms® 2020 rules published by the International Chamber of Commerce (ICC).

Domestic shipping services using ShipSmart carrier accounts where applicable. Domestic shipments are not subject to Incoterms but follow the applicable carrier’s terms of carriage.

11.3 Prohibited and Restricted Shipments

The Seller shall ensure that all shipments fully comply with the laws and regulations of both the country of exportation and the country of destination, including but not limited to:

• Export control regulations and sanctions (including U.S. EAR, OFAC, EU dual-use regulations, and equivalent regulations in the country of origin).
• Import regulations, restrictions, and prohibitions of the destination country, including product safety standards, labeling requirements, and certification mandates.
• Carrier-specific prohibited and restricted goods policies.
• Hazardous materials and dangerous goods regulations (IATA DGR for air transport).
• Intellectual property laws, including trademark and counterfeit goods regulations in both origin and destination jurisdictions.
• Sanctions, embargoes, and denied-party lists applicable in the origin, destination, and transit countries.

The Seller is solely and fully liable for any fines, penalties, seizures, detentions, or legal actions resulting from non-compliance with the laws of the country of exportation and/or the country of destination. ShipSmart reserves the right to refuse, hold, or return any shipment that ShipSmart reasonably believes may violate applicable laws, without liability to the Seller.

11.4 Data Accuracy Obligation

The Seller is solely responsible for the accuracy of product declarations, including descriptions, declared values, weights, dimensions, HS codes, and country of origin. Any freight cost discrepancy arising from inaccurate Seller-provided data (including but not limited to carrier re-measurement surcharges, customs reclassification penalties, and address correction fees) shall be identified during reconciliation and re-billed to the Seller.

12. Customs, Duties & Tax Handling

12.1 Landed Cost Calculation

ShipSmart’s Platform calculates estimated landed costs including freight, duties, taxes, and clearance fees. The Seller acknowledges these are estimates based on declared product information. Actual charges may differ due to:

• Customs reclassification of HS codes by border authorities at origin or destination.
• Additional documentation requests or inspections by customs authorities.
• Currency fluctuation between quotation date and carrier settlement date.
• Regulatory changes in destination country tax regimes (e.g., de minimis threshold changes).
• Re-measurement of package dimensions/weight by the Carrier.

Any variance between estimated and actual amounts is captured during the reconciliation process (Part IV) and, if confirmed, re-billed to the Seller.

12.2 Tax Collection Options

Under DDP (Incoterms® 2020), the Seller may activate in-Platform tax collection to charge duties/taxes to the buyer at checkout, with ShipSmart advancing the actual duty payments to the Carrier. Under DAP, duties and taxes are collected from the end buyer at destination by the customs authority or Carrier. The choice of Incoterm is the Seller’s sole responsibility and must be clearly communicated at order level.

12.3 Customs Reclassification Risk

The Seller acknowledges the possibility of customs review where HS codes may be reclassified, resulting in higher (or lower) duties than originally calculated. ShipSmart shall: (a) notify the Seller of becoming aware of any reclassification; (b) provide supporting documentation (carrier notices, customs rulings); and (c) include the variance in the next reconciliation cycle for Seller review and settlement.

13. Merchant of Record (MoR) Framework

13.1 MoR Scope

Where contracted, ShipSmart may act as Merchant of Record for cross-border transactions in designated markets, assuming responsibility for:

• Collection and remittance of VAT/GST/sales tax as applicable in the destination jurisdiction.
• OSS registration and compliance for EU-bound shipments.
• UK VAT registration and collection for UK-bound shipments.
• Mexican tax compliance (IVA) where applicable through the local entity.
• Customer-facing invoicing in the destination jurisdiction.
• Nota Fiscal issuing and full tax collection for Brazil-bound shipments.

13.2 MoR Boundaries

MoR services do not transfer product liability, consumer protection obligations, or intellectual property rights from the Seller to ShipSmart. The Seller remains responsible for product compliance, quality, and end-consumer disputes in all jurisdictions.

13.3 Regulatory Changes

ShipSmart will proactively notify the Seller of regulatory changes impacting MoR obligations (e.g., EU de minimis duty exemption changes, US Section 321 reform). Adjustments to fees or processes resulting from regulatory changes will be communicated with 30 days advance notice.

14. Insurance & Liability Limitations

14.1 Carrier Insurance

Transportation insurance is optional and at the Seller’s discretion. Regardless of insurance status, each Carrier provides baseline coverage per shipment for loss or damage during transport, per the Carrier’s terms of carriage. The Seller should properly declare cargo value, as it will serve as the baseline for insurance coverage.

14.2 Claims Process

The Seller must notify ShipSmart immediately upon discovery of damage or loss. ShipSmart will file the claim with the Carrier within 24 hours. The Seller must provide supporting documentation (invoices, photographs, etc.). Carrier reimbursement is typically processed within 21 business days of claim approval.

14.3 ShipSmart Liability Exclusions

ShipSmart shall not be liable for: (a) loss, damage, or delay caused by the Carrier; (b) penalties or additional duties resulting from customs actions or reclassification; (c) consequences of inaccurate Seller-provided data; (d) third-party service failures beyond ShipSmart’s reasonable control; or (e) consumer disputes between the Seller and end buyers. In no event shall ShipSmart’s aggregate liability under this agreement exceed the total fees paid by the Seller in the 3 months preceding the event giving rise to the claim.

15. Returns & Reverse Logistics

15.1 Return Processing

Returns are processed through ShipSmart’s designated fulfillment nodes or directly to the origin country. Disposition rules are defined per the Seller’s instructions: restock, refurbish, or dispose.

15.2 Return Freight Costs

Return shipping costs are borne by the Seller. If a DAP shipment is refused by the buyer and returned, the Seller bears all return freight costs plus any duties/taxes already advanced. Return freight costs are included in the standard reconciliation cycle and re-billed to the Seller. The seller agrees to bear the risk and pay the return freight costs and duties/taxes independently to resolve eventual claim issues with the final customer.

PART IV — FREIGHT, TAX & DUTY RECONCILIATION

16. Reconciliation Purpose & Seller Billing Model

16.1 Purpose

The freight reconciliation process exists to protect the Seller’s financial interests by ensuring that only verified, legitimate charges are billed. ShipSmart advances freight, duty, and tax payments to Carriers on behalf of the Seller. After each shipment is completed, ShipSmart verifies the actual costs incurred per AWB and identifies any additional costs beyond the original quotation that must be passed through to the Seller.

16.2 Seller Billing Principle

The Seller will be billed for:

1. Base Freight: The contracted carrier rate for the service level used, as quoted at the time of shipment creation.
2. Confirmed Additional Costs: Any verified charges above the original quotation that arise from the actual transport, including but not limited to: weight/dimension adjustments, surcharges, address corrections, residential delivery fees, fuel surcharges, and remote area surcharges.
3. Duties & Taxes (DDP): For DDP shipments, the actual duties and taxes paid at customs, which may differ from the estimated amount collected at checkout.
4. Return Freight: Costs associated with refused deliveries, failed deliveries, or Seller-initiated returns.

The Seller will NOT be billed for:

• Dead Freight (AWBs generated but never shipped, or replaced by correction AWBs).
• Duplicate carrier charges (same AWB billed more than once by the Carrier).
• Charges resulting from ShipSmart system errors on ShipSmart’s side.
• Carrier billing errors confirmed by the Carrier (e.g., cross-data errors, wrong account charges).

16.3 Transparency Commitment

ShipSmart commits to full transparency in all charges passed through to the Seller. Every charge on the Seller’s invoice can be traced back to a specific AWB, with supporting documentation available upon request. The Seller has the right to challenge any charge within the timeframe defined in Section 20.

17. Reconciliation Process & Cadence

17.1 Standard Cadence

Reconciliation follows a biweekly (fortnightly) cycle with the following phases:

17.2 Reconciliation Report Contents

Each reconciliation report delivered to the Seller shall contain, at minimum, the following per AWB:

• AWB number and corresponding ShipSmart Shipment ID.
• Carrier name and service level.
• Ship date and delivery date (or current status if undelivered).
• Declared weight/dimensions vs. carrier-billed weight/dimensions.
• Duties and taxes: estimated (at checkout) vs. actual (at customs), with breakdown.
• Itemized surcharges (fuel, residential, address correction, peak season, remote area, etc.).
• Variance amount for each discrepancy.
• Running credit/debit balance carried forward from prior periods.
• Total amount due from the Seller for the period.

18. AWB Verification & Additional Cost Identification

18.1 What ShipSmart Checks Per AWB

For every AWB in the billing cycle, ShipSmart performs the following verification steps before passing charges to the Seller:

18.2 AWB Status Classification

Each AWB is classified into one of the following statuses, which determines its billing treatment:

• Active: AWB with confirmed carrier pickup and delivery (or in-transit). Billable to Seller.
• Dead: AWB generated but never shipped, or replaced by a correction AWB. NOT billable to Seller; automatically excluded from invoicing.
• Returned: AWB for a shipment returned to origin. Return freight is billable to Seller; original freight per terms.
• Disputed: AWB under active dispute (Seller or ShipSmart-initiated). Held pending resolution; not billed until resolved.
• Credited: AWB for which a credit has been issued (overcharge, dead freight reversal, etc.). Credit applied to next Seller invoice.

18.3 Additional Cost Categories Re-billed to Seller

The following categories of additional costs may appear on the Seller’s reconciliation invoice, each with a clear reason code:

19. Duty/Tax Reconciliation & Seller Re-billing

19.1 DDP Duty/Tax Reconciliation

For DDP (Incoterms® 2020) shipments, duties and taxes are initially advanced by ShipSmart through the carrier account. The reconciliation process for duties/taxes includes:

• Matching the estimated duty/tax amount (calculated at checkout or quotation) against the actual amount reported by the carrier and customs authorities.
• Classifying variances by root cause: HS code reclassification, regulatory change, calculation error, or currency fluctuation.
• If actual duties/taxes exceed the estimate: the variance is re-billed to the Seller in the next reconciliation cycle.

19.2 HS Code Reclassification Process

When customs authorities reclassify an HS code resulting in a duty change:

1. Notification: ShipSmart notifies the Seller within 48 hours, providing the original classification, the reclassified code, and the duty impact.
2. Evidence Package: ShipSmart provides the carrier payload, customs notice, and ShipSmart’s original calculation for the Seller’s review.
3. Seller Decision: The Seller may (a) accept the reclassification and pay the variance, or (b) request that ShipSmart initiate a contestation with the relevant customs authority.
4. Pending Resolution: During contestation, the disputed duty amount is held in suspense and clearly identified in reconciliation reports. The Seller is not required to pay disputed amounts until resolution.
5. Final Settlement: Upon final determination by the customs authority, the amount is either confirmed (billed to Seller) or reversed (credit issued to Seller).

20. Dispute & Variance Management

20.1 Seller’s Right to Dispute

The Seller has the right to dispute any individual charge on a reconciliation invoice within 5 (five) calendar days of invoice delivery. Disputes filed after this period may still be investigated but are not subject to guaranteed resolution timelines. ShipSmart shall not withhold services during active dispute resolution.

20.2 How to Dispute a Charge

To dispute a charge, the Seller shall:

1. Identify: Specify the AWB number(s) and the charge(s) being disputed.
2. State the Reason: Provide a clear explanation of why the charge is believed to be incorrect (e.g., declared weight was accurate, address was correct, service level was different than billed).
3. Provide Evidence: Attach supporting documentation where available (product specifications, order details, address verification, photographs).
4. Submit: File the dispute via the designated communication channel (help@shipsmart.global).

20.3 Dispute Resolution Process

Upon receiving a dispute from the Seller, ShipSmart shall:

1. Acknowledge: Confirm receipt of the dispute within 2 business days.
2. Investigate: Review the AWB data, carrier invoice, and Seller’s evidence. If the dispute requires carrier engagement, ShipSmart will file with the carrier on the Seller’s behalf.
3. Resolve: Provide the Seller with a written resolution (accept, partially accept, or deny) with supporting explanation.
4. Settle: If the dispute is accepted: credit issued in the next reconciliation cycle. If denied: the Seller may escalate to ShipSmart management.

21. Debit Note Management

21.1 Debits to Seller

The Seller receives a debit (additional charge) when:

• Carrier-billed weight/dimensions exceed declared values due to Seller data inaccuracy.
• Confirmed customs reclassification results in additional duties.
• Return freight is incurred on DAP-refused shipments.
• Legitimate surcharges (residential, address correction, remote area, fuel) not included in the original quotation are confirmed by the carrier.
• Peak season or emergency surcharges are applied by the carrier.

PART V — FULFILLMENT & WAREHOUSING SERVICES

22. Fulfillment Services Scope & Definitions

22.1 Scope

Where contracted under the applicable Offer or Service Agreement, ShipSmart provides the Seller with fulfillment services including, but not limited to, inbound receiving, storage and warehousing, pick and pack, dispatch, inventory management, and inventory removal or disposal (collectively, “Fulfillment Services”). Fulfillment Services are performed at ShipSmart’s designated warehouse facility (“Fulfillment Center”) as identified in the Offer.

22.2 Additional Definitions

In addition to the definitions set forth in Section 1, the following terms apply to this Part V:

1. “Fulfillment Center” or “Warehouse”: The physical facility operated or contracted by ShipSmart for the receipt, storage, and dispatch of the Seller’s inventory.
2. “Inbound Shipment” or “Inbound”: A delivery of inventory from the Seller (or the Seller’s supplier) to the Fulfillment Center for storage and future order fulfillment.
3. “SKU” (Stock Keeping Unit): A unique identifier assigned to each distinct product or product variant stored in the Fulfillment Center.
4. “Bin Location”: The designated storage position within the Fulfillment Center where a specific SKU is stored.
5. “Pick & Pack”: The process of retrieving (picking) items from their storage location and packaging (packing) them for dispatch to the end customer.
6. “Dispatch”: The handover of a packed order to the designated Carrier for last-mile delivery or cross-border shipment.
7. “Aging Inventory”: Inventory that has been stored at the Fulfillment Center beyond the aging threshold defined in Section 24.4, subject to additional storage fees or removal requirements.
8. “Handling Fee”: A per-unit or per-shipment charge for physical processing of inventory at the Fulfillment Center, including receiving, put-away, pick, pack, and special handling.

22.3 Service Level Agreement

ShipSmart shall process and dispatch all standard orders received before 12:00 PM (noon) local time at the Fulfillment Center within 1 (one) business day of order receipt (“Same-Day Dispatch SLA”). Orders received after 12:00 PM (noon) or on non-business days shall be processed on the next business day. Custom packaging, kitting, or special handling requests extend the standard processing time by 1 (one) additional business day and are subject to additional fees as defined in the Offer.

22.4 Facility Standards

ShipSmart shall maintain the Fulfillment Center in accordance with commercially reasonable standards for the storage of the Seller’s product category, including adequate security systems (access control, CCTV surveillance), climate control where applicable, fire prevention and suppression systems, pest control, and compliance with applicable local, state, and federal regulations governing warehouse operations.

23. Inbound Receiving & Inventory Acceptance

23.1 Inbound Shipment Requirements

The Seller shall comply with ShipSmart’s Inbound Preparation Guidelines (provided separately or via the Platform) when shipping inventory to the Fulfillment Center. Requirements include, at minimum:

1. Advance Notification: The Seller must create an Inbound Shipment Order via the Platform at least 48 hours prior to the expected delivery date, specifying SKU(s), quantities, carrier information, and expected arrival date.
2. Labeling: All cartons must be clearly labeled with the corresponding Inbound Shipment Order number. Individual units must bear scannable barcodes (UPC, EAN, or ShipSmart-assigned FNSKU) matching the SKU catalog registered on the Platform.
3. Packaging: Products must arrive in transport-ready condition, properly protected to prevent damage during handling and storage. Fragile, hazardous, or temperature-sensitive items must be identified and packaged in accordance with applicable regulations and ShipSmart’s special handling guidelines.
4. Documentation: All required customs documentation, commercial invoices, and packing lists must accompany the inbound shipment where applicable.

23.2 Receiving Process

Upon arrival at the Fulfillment Center, ShipSmart shall: (a) verify the inbound shipment against the Inbound Shipment Order; (b) count and inspect units for visible damage, discrepancies, or non-compliance with labeling requirements; (c) record actual quantities received in the Platform; and (d) place accepted inventory into designated bin locations within 3 (three) business days of receipt (“Put-Away SLA”).

23.3 Discrepancy Handling

If the actual quantity or condition of received inventory differs from the Inbound Shipment Order, ShipSmart shall: (a) notify the Seller within 24 hours via the Platform or designated communication channel; (b) provide photographic evidence of damaged or non-conforming items; and (c) hold discrepant inventory separately pending the Seller’s disposition instructions (accept, return to sender, or dispose). ShipSmart is not responsible for discrepancies in inventory that was not inspected upon arrival due to the Seller’s failure to create an Inbound Shipment Order.

23.4 Non-Compliant Inbound Shipments

ShipSmart reserves the right to reject or quarantine inbound shipments that do not comply with the Inbound Preparation Guidelines. Non-compliant shipments that require additional handling (e.g., re-labeling, re-packaging, sorting) will be processed at the Seller’s expense at the applicable handling rates defined in the Offer. ShipSmart shall notify the Seller before incurring such additional charges and provide an estimate of the remediation cost.

24. Storage & Warehousing

24.1 Storage Fee Structure

Storage fees are calculated based on the space occupied by the Seller’s inventory, measured per pallet position and/or bin location as applicable, and billed on a monthly basis. The applicable storage rate per pallet and per bin is defined in the Offer and may vary by product category, storage type (standard, oversized, climate-controlled), and season (standard vs. peak season). Storage fees accrue from the date inventory is received and put away until the date it is dispatched, removed, or disposed of.

24.2 Storage Measurement

Storage is billed per pallet position and/or per bin location occupied by the Seller’s inventory, as defined in the Offer. A pallet position is charged as a full unit regardless of whether the pallet is fully loaded. Bin locations are charged per bin occupied. ShipSmart reserves the right to reclassify inventory from bin to pallet storage (or vice versa) based on actual volume, with prior notification to the Seller. If the Seller’s inventory requires more pallet positions or bin locations than declared, the Seller shall be billed based on actual usage and notified of the adjustment.

24.3 Peak Season Storage

ShipSmart may apply peak season storage surcharges during defined periods (typically October through January, or as specified in the Offer). Peak season rates and applicable dates shall be communicated to the Seller at least 15 days in advance. Peak season surcharges are additive to the standard storage rate.

24.4 Aging Inventory Policy

Inventory stored at the Fulfillment Center for more than 180 (one hundred eighty) consecutive days is classified as Aging Inventory. Aging Inventory is subject to the following:

1. Increased Storage Fees: An aging surcharge of up to 2x the standard storage rate applies to all Aging Inventory, as defined in the Offer.
2. Removal Notice: ShipSmart shall notify the Seller when inventory reaches 150 days in storage, providing a 30-day window to arrange removal or disposition before the aging surcharge takes effect.
3. Forced Removal: If inventory remains at the Fulfillment Center for more than 365 (three hundred sixty-five) consecutive days and the Seller has not responded to removal notices, ShipSmart reserves the right to initiate removal or disposal at the Seller’s expense, per Section 28.

24.5 Prohibited & Restricted Goods

The Seller shall not ship to the Fulfillment Center any goods that are illegal, hazardous (unless pre-approved in writing), perishable (unless the Offer specifically includes cold-chain or temperature-controlled services), subject to export control or sanctions restrictions, or otherwise prohibited under applicable law. ShipSmart reserves the right to refuse, quarantine, or dispose of prohibited goods at the Seller’s risk and expense, without liability to the Seller.

24.6 Title & Risk of Loss

Title to all inventory stored at the Fulfillment Center remains with the Seller at all times. Risk of loss or damage to inventory while at the Fulfillment Center is governed by Section 27 (Fulfillment Liability, Insurance & Claims).

25. Pick, Pack & Dispatch

25.1 Order Processing

Upon receipt of a valid order through the Platform (via API integration, e-commerce platform sync, or manual order entry), ShipSmart shall: (a) validate the order against available inventory; (b) pick the ordered items from their bin locations; (c) pack the items in accordance with the Seller’s packaging specifications (or ShipSmart standard packaging if no specifications are provided); and (d) generate the shipping label and dispatch the package to the designated Carrier.

25.2 Packaging Standards

ShipSmart shall pack all orders using commercially reasonable packaging materials adequate to protect the products during transit. The Seller may request custom packaging (branded boxes, inserts, tissue paper, marketing materials, gift wrapping) subject to: (a) the Seller providing custom packaging materials to the Fulfillment Center in advance and in sufficient quantity; (b) additional handling fees as defined in the Offer; and (c) an additional 1 (one) business day processing time beyond the Same-Day Dispatch SLA for orders requiring custom packaging.

25.3 Kitting & Bundling

Where contracted, ShipSmart may provide kitting and bundling services, assembling multiple SKUs into a single sellable unit or subscription box. Kitting configurations must be registered on the Platform in advance. Kitting fees are defined in the Offer and are charged per unit assembled.

25.4 Pick Accuracy & Error Resolution

ShipSmart targets a pick accuracy rate of 99.5% or higher. In the event of a pick error (wrong item, wrong quantity, or missing item), ShipSmart shall: (a) ship the correct item(s) to the end customer; and (b) coordinate the return of the incorrect item. ShipSmart’s total liability per pick error incident shall not exceed USD 100 (one hundred U.S. dollars), covering re-shipping costs and return coordination. Consequential damages (including but not limited to lost sales, reputational harm, or end-customer claims) are expressly excluded. Pick errors caused by inaccurate Seller-provided data (incorrect barcodes, mislabeled products) are excluded from this guarantee and are the Seller’s responsibility.

25.5 Dispatch & Carrier Handover

Once packed and labeled, orders are handed over to the designated Carrier at the scheduled daily pickup time. ShipSmart shall update the Platform with tracking information upon dispatch. The Seller acknowledges that once the package is in the Carrier’s possession, the Carrier’s terms of carriage and liability limitations apply. Any shipping-related disputes after Carrier handover are managed through the standard claims process defined in Section 14.

25.6 Order Cancellation & Modification

The Seller may cancel or modify an order via the Platform provided the order has not yet entered the pick process. Once picking has commenced, cancellation or modification may not be possible and the Seller shall be responsible for any pick, pack, and restocking fees incurred.

26. Inventory Management & Reporting

26.1 Real-Time Inventory Visibility

ShipSmart provides the Seller with real-time inventory visibility through the Platform, including: current stock levels per SKU, inventory received and pending put-away, inventory in pick/pack process, inventory dispatched, damaged or quarantined inventory, and aging inventory alerts.

26.2 Cycle Counts & Physical Inventory

ShipSmart shall conduct periodic cycle counts of the Seller’s inventory on a rolling basis throughout the year. A full physical inventory count shall be performed at least once per calendar year, or more frequently if agreed in the Offer. The Seller shall be notified of cycle count results and any discrepancies identified.

26.3 Inventory Discrepancy Resolution

If a cycle count or physical inventory reveals a discrepancy between the Platform’s recorded inventory and the actual count, ShipSmart shall: (a) investigate the root cause within 5 business days; (b) provide the Seller with a written discrepancy report; and (c) adjust Platform records accordingly. For confirmed losses attributable to ShipSmart (theft, misplacement, damage during handling), compensation shall be governed by Section 27.

26.4 Reporting

ShipSmart shall provide the Seller with the following reports via the Platform, at minimum on a monthly basis: inventory aging report, inbound receiving summary, order fulfillment summary (including SLA compliance metrics), storage utilization report, and pick accuracy report.

27. Fulfillment Liability, Insurance & Claims

27.1 ShipSmart’s Liability

ShipSmart shall be liable for loss of or damage to the Seller’s inventory while in ShipSmart’s possession at the Fulfillment Center, to the extent such loss or damage is directly caused by ShipSmart’s negligence, willful misconduct, or failure to maintain the facility standards set forth in Section 22.4. ShipSmart shall not be liable for loss or damage caused by: (a) force majeure events; (b) inherent defects in the products; (c) inadequate packaging by the Seller; (d) normal shrinkage within industry-standard tolerances (0.5% of total inventory value per year); or (e) acts of the Seller or the Seller’s agents.

27.2 Declared Value & Liability Cap

The Seller shall declare the value of all inventory shipped to the Fulfillment Center. In no event shall ShipSmart’s liability for any single loss event exceed the lesser of: (a) the declared value of the affected inventory (at cost, not retail price); or (b) USD 50,000 (fifty thousand U.S. dollars). ShipSmart’s aggregate annual liability for inventory losses shall not exceed the total fulfillment fees paid by the Seller in the 6 (six) months preceding the loss event.

27.3 Insurance

ShipSmart maintains commercial general liability insurance and warehouse legal liability insurance covering the Fulfillment Center. The Seller is strongly encouraged to maintain its own inventory insurance (stock throughput or inland marine policy) covering the full replacement value of inventory at the Fulfillment Center. ShipSmart’s insurance is not a substitute for the Seller’s own coverage.

27.4 Claims Process

The Seller must notify ShipSmart in writing of any inventory loss or damage claim within 30 (thirty) days of discovery. Claims must include: (a) a description of the loss or damage; (b) SKU(s) and quantities affected; (c) declared value of the affected inventory with supporting documentation (purchase orders, invoices); and (d) photographic evidence where applicable. ShipSmart shall acknowledge receipt within 2 business days and provide a resolution within 20 business days. Late claims (filed after the 30-day window) may be investigated but are not guaranteed resolution.

28. Inventory Removal, Disposal & Abandonment

28.1 Seller-Initiated Removal

The Seller may request the return or removal of inventory from the Fulfillment Center at any time by submitting a Removal Order via the Platform. ShipSmart shall process the removal within 14 (fourteen) business days. Removal fees (pick, pack, and outbound shipping to the Seller’s designated address) are defined in the Offer and are the Seller’s responsibility.

28.2 Disposal

The Seller may request that ShipSmart dispose of inventory that is damaged, expired, unsellable, or otherwise designated for destruction. Disposal requests must be submitted via the Platform and are subject to a disposal fee as defined in the Offer. ShipSmart shall provide a disposal confirmation record, including the method of disposal (recycling, donation, or destruction) and the quantities disposed of. ShipSmart shall dispose of inventory in compliance with applicable environmental and waste management regulations.

28.3 Abandonment

If the Seller fails to respond to ShipSmart’s removal or disposition notices for more than 60 (sixty) days, or if the Seller’s account is terminated and the Seller fails to arrange removal within 30 (thirty) days of termination, ShipSmart may, at its sole discretion, deem the inventory abandoned. Abandoned inventory may be disposed of by ShipSmart without further notice or liability to the Seller. Any disposal costs shall be deducted from any outstanding credit balance or invoiced to the Seller.

28.4 Transition Upon Termination

Upon termination of the Fulfillment Services (whether by expiration, termination for cause, or termination for convenience), the Seller shall remove all inventory from the Fulfillment Center within 30 (thirty) days. ShipSmart shall cooperate in facilitating an orderly transition, including maintaining normal storage and dispatch operations during the transition period. Storage fees continue to accrue until all inventory is removed. If the Seller fails to remove inventory within the 30-day period, Section 28.3 (Abandonment) shall apply.

— END OF TERMS & CONDITIONS —

ShipSmart Global LLC — Version 3.0 — May, 2026