title shiphero

Terms of Service – Fulfillment, Canada

Terms of Service – Fulfillment, Canada
Last revised July 4, 2024

ShipHero provides logistics software and a fulfillment network of third-party logistics providers (“3PLs”) that allows ecommerce manufacturers and merchant (“Merchants”) to seamlessly add multiple 3PLs based on their growth and/or geographical needs (the “Fulfillment Network” or “Network”). ShipHero provides you under these Terms of Service (“TOS”) certain software-as-a-service ecommerce solutions and other fulfillment services (together, the “Services”) to help you with your ecommerce fulfillment needs.  Any new features or tools that are added to the current SaaS and fulfillment Services are also subject to these Terms of Service. ShipHero reserves the right to update and change these Terms of Service by posting updates and changes to the ShipHero website. You are advised to check these Terms of Service from time to time for any updates or changes that may impact you. By accepting these Terms of Service you are also accepting all requirements in ShipHero help guides, FAQs, US Terms of Service and any supplemental guides that are produced.  

  1. Acceptance of Terms.
    1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
    2. To access and use the Services, you must register a ShipHero account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. ShipHero may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
    3. You acknowledge that ShipHero will use the email address you provide as the primary method for communication.
    4. You are responsible for keeping your password secure. ShipHero cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
    5. You are responsible for all activity and content, information, or data uploaded (including photos, images, videos, graphics, written content, audio files, and/or code), collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (together, the “Materials”).
    6. A breach or violation of any term in these Terms of Service, including the AUP, as determined in the sole discretion of ShipHero may result in an immediate termination of your services.
    7. By accepting this TOS or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this TOS. By accepting this agreement you represent that you have the authority to accept these Terms on behalf of yourself, a business or other legal entity.
    8. Terms of Service you are also accepting all requirements in ShipHero help guides, FAQs and any supplemental guides that are produced.
    9. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including ShipHero’s https://shiphero.com/terms-of-service/(“AUP”) and Privacy Policy https://shiphero.com/privacy-data-policy/, and, Help Center https://fulfillment-help.shiphero.com/, US Terms of Service https://shiphero.com/terms-of-service-fulfillment/, and, any other ShipHero documentation provided to you, and if applicable, the Data Protection Addendum https://shiphero.com/privacy-data-policy/ (“DPA”) before you may become a user of the SaaS and fulfillment Services. 
    10. Agency. If you are an Agency and sign up a client on their behalf you and your client are subject to these terms and conditions.
  2. General Conditions. You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP https://shiphero.com/terms-of-service/ and the Privacy Policy https://shiphero.com/privacy-data-policy/ before you may become a user of the SaaS Services
    1. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of law principles.The Courts of the Province of Ontario shall have exclusive jurisdiction over all matters relating to this Agreement, and the parties hereby irrevocably submit and attorn to the jurisdiction of such Courts.
    2. Your continued use of the Services after the amended Terms of Service are posted to ShipHero’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to these Terms of Service, do not continue to use the Service
    3. You may not use the ShipHero service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in United States, Canada and/or in your jurisdiction (if different from the United States or Canada), the laws applicable to you in your customer’s jurisdiction, or any other applicable laws. You shall comply with all applicable laws, rules and regulations in your use of the SaaS and fulfillment Services and in connection with your provision of your Services. 
    4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any  portion of the SaaS and/or fulfillment Services, use of the SaaS Service, or access to the SaaS Service without the express written permission by ShipHero.
    5. Technical support is only provided to paying Account holders and is only available via email.
    6. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use ShipHero or ShipHero trademarks and/or variations and misspellings thereof.
    7. You shall not by implication or otherwise associate your Services with ShipHero, except in a manner that expressly approved in advance and in writing by an authorized representative of ShipHero.
    8. Questions about these Terms of Service should be sent to fulfillment@shiphero.com.
    9. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
    10. Any Credit Card information that is shared by you with ShipHero is always encrypted by ShipHero in any transfer or storage that is controlled by ShipHero.
    11. You acknowledge and agree that your use of the SaaS Services, including information transmitted to or stored by ShipHero, is governed by its privacy policy at https://shiphero.com/privacy-data-policy/.
    12. Subject to the terms hereof, ShipHero has no obligation to provide technical support services through email or phone in accordance with our standard practice regarding technical support for e-commerce platforms such as Shopify, WooCommerce, BigCommerce, Etsy, Ebay, Amazon, Walmart, API connection, etc.
    13. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and ShipHero’s Terms of Service available in another language, the most current English version of these Terms of Service at https://shiphero.com/terms-of-service/will prevail.
    14. Tariffs and Taxes. ShipHero is not responsible and does not give advice in regards to any tariffs, taxes, or other cross border fees. You are responsible to seek legal advice and fully understand what products you can ship cross state / international borders and any associated taxes/tariffs that may apply.
    15. Under no circumstances, and at no time, during the Term or after, are you permitted to enter ShipHero’s facilities, fulfillment centers, warehouses, or premises without prior express notice. As your Goods may be commingled with the Goods of other vendors in ShipHero’s facilities, under no circumstances, during the Term or after, may you access the Goods while the Goods are stored in ShipHero’s facilities, without the prior express consent of ShipHero.
    16. The failure of ShipHero to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and ShipHero, even though it is electronic and is not physically signed by you and ShipHero and it governs your use of the Service.
    17. Merchant is responsible for providing MSDS paperwork; it is dependent on the merchant to understand which products are classified as hazardous materials.
  3. FULFILLMENT SERVICES The ShipHero Network shall provide the following services via their Fulfillment Network to the Merchant (collectively, the “Services”):
    1. Receive shipments from the Merchant of the Product (this may be referred to as “Product”, “Units”, “Inventory”).
    2. Provide storage for the Inventory in one of the Network’s facilities.
    3. Upon notification by the Merchant of a purchase of Products by a customer, the Network will pick and package the Products from the available Inventory, and ship such Products directly to the customer (“End-User”).
    4. ShipHero Network will use appropriate packaging material (i.e. bubble wrap, poly mailers, boxes with void fill, etc.) at its discretion. Packaging material may vary according to availability and additional charges will apply.
    5. ShipHero’s proprietary platform and associated technology will include a summary of all orders shipped and received.
    6. ShipHero Network will facilitate any Product returns from the End-User to the Merchant after approved pricing and scope of work is agreed to by the two parties.
    7. ShipHero pricing is based on ShipHero being able to leverage our Network of warehouses. By agreeing to these terms you are agreeing to ShipHero being able to move your inventory as ShipHero deems appropriate between facilities. 
  4. COMPENSATION AND REIMBURSEMENT FOR SERVICES ShipHero Fees. The Merchant agrees to pay ShipHero for the Services, in the amounts described in the Agreement and to be amended from time to time. “Service Fees” are the fees for any Service and any third-party fees (including, but not limited to storage, labor, packaging, carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, penalties, or other charges given during Merchant’s use of the Service). Merchant shall pay for Services as outlined in Merchant Agreement.
    1. Expedited shipping: ShipHero is not liable for expedited shipments that do not ship or arrive on time. For shipments that Merchant selected expedited shipping but do not arrive in the specified days – ShipHero may refund the difference between Expedited and Standard Shipping. For Expedited shipments over 10 units/picks – you must contact ShipHero separately and ShipHero is NOT responsible to fulfill Expedited orders that are 10 or more picks/units. These are bulk shipments and are not covered in expedited shipping.
    2. End Weight: This is the final weight of the item to be shipped – it includes the mailer or box and any necessary packing material. IMPORTANT: Some weight discrepancy is expected due to the ordinary course of business. ShipHero will not investigate discrepancies of less than or equal to 1 lb for items 2 lbs or more or discrepancies less than or equal to 2 oz for items that are less than 1 lb.
    3. Returns: Same as order out (shipping label + picking fees). Merchants must be pre-approved by ShipHero for Merchants to have access to Return services. This pricing does not include inspection, testing, or re-bagging. Contact support for pre-approval and standard operating procedure agreement. ShipHero reserves the right not to process returns throughout Peak Season. Regular return processing will resume on January 15, 2024. Please note there will be delays while ShipHero processes the peak season return backlog. ShipHero plans to be caught up with the Peak Season return backlog by February 1, 2024. If a return package arrives at a ShipHero facility from a location originally shipped outside of the ShipHero Fulfillment Network, all items will be disposed of upon receipt.
    4. Labeling / Barcoding: Merchants must send in Products that are labeled – barcoded according to ShipHero’s specifications. Unlabeled items will be assessed a minimum mandatory $0.18 per label fee (fee may be increased to $0.20 per item in certain situations). Merchant must follow the Labeling/Barcoding specifications set forth in ShipHero’s documentation and these terms. Barcoding and labeling that is not in compliance with ShipHero’s terms will be subject to additional fees and may result in receiving delays.
    5. Label /Barcode Compliance:
      •  Print barcodes from ShipHero
      • Have the ShipHero warehouse barcode your products: ShipHero offers barcoding on receiving your products. It is a minimum of $0.18 per barcode per application to each unit. If you send in 1,000 units it will cost $180 to have our warehouse barcode those items.
      • If Merchant uses their own they must meet the following requirements:
        • No duplicate barcodes
        • At least 5 digits
        • No non-standard characters (such as emoji)
    6. Merchant will be charged (via their credit card on file) daily, weekly or bi-monthly (pending on volume and holidays) for all storage and orders that are placed, picked, packaged, and shipped that day/week. If no orders are shipped, meaning Merchant has not received any orders, then ShipHero will charge the Merchant their applicable storage fee on a weekly basis.
    7. Fee Change. ShipHero reserves the right to change any and/or all Fees and Compensation without notice.
    8. Packaging. ShipHero may at times provide standard packaging. Most packaging and packaging (including dunnage or bubble wrap) for delicate items may come with additional fees. . 
    9. Transit. Carriers are extremely rough with handling packages. ShipHero does not guarantee that items that are packaged will not be damaged in transitShipHero is not liable for items that are damaged in transit.
    10. Holidays. We ship Monday – Friday (excluding holidays) – this includes all bank / postal holidays. Even if items are packed for expedited or standard they will not be processed until the next business day.
    11. Carriers. We try our best to have every package reach the final destination. We are not responsible for items that our warehouse hands off to carriers and then are not delivered. Please note at peak times carriers may not scan every package at our facility on pickup – we are not responsible for these packages and the carrier’s conduct. If a package is marked as delivered but your customer claims they did not receive, then please use your tracking number and file a claim directly with the carrier/ShipHero.
    12. Domestic and International carrier insurance:
      • Domestic: We cannot guarantee that carriers will get your package to the final destination. Please contact us if you would like to purchase additional insurance.
      • International: Up to $100.00 coverage per shipment for international carriers. Claims for International shipments are filed on the web portal. Claims for International must be filed after 45 days but no later than 60 days from the date of shipping.
    13. Damages – Credits. ShipHero is not responsible for any damage in storing, picking, packing, and shipping inventory. Any damages that may occur needs to be covered by the merchant’s insurance. This includes but is not limited to inventory damaged in transit on the way to the end customer. Maximum reimbursement for wrong shipments, non-shipments, swapped shipments is limited to shipping fee and/or return fee (at ShipHero’s discretion). ShipHero is not responsible for the cost of product/inventory that may be lost during shipping errors. Inventory that is lost in the warehouse will be rectified as a credit to the Merchant account. If the inventory is found within 45 days of merchant notice of “lose” credit will be withdrawn. All reimbursements will be issued as ShipHero credits for future shipping and storage costs.
    14. Receiving. We reserve the right to refuse inventory that is in violation of our receiving guidelines. We reserve the right to delay receiving if items are sent during peak season generally November 1 – January 15. There are no guarantees on receiving inventory during peak season or if items are in violation of our receiving guidelines. Please see full Receiving Guidelines here that are part of these terms and conditions: https://fulfillment-help.shiphero.com/hc/en-us/articles/4420021568781-Receiving-Guidelines
      • We can only accept your inventory during business hours.
      • All inventory must follow our receiving guidelines.
      • At ShipHero, charges may apply per unit or per hour for products such as apparel, jewelry, and similar items that need to be counted and verified.
      • Inventory that does not follow our guidelines will be subject to longer wait times and fees.
      • We reserve the right to return/reject inventory to the sender if guidelines and/or instructions are not followed.
      • Inventory of more than a full container and less than two (2) full containers, will be received into our system within (10) full business days.
      • All receiving that is not small parcel must be scheduled by Merchant and approved by ShipHero. If Merchant does not have a ShipHero approved Receiving Schedule we reserve the right to not receive any inventory. Merchant agrees that ShipHero will not incur any liability for rejecting delivery (not receiving inventory).
      • ShipHero will incur no additional liability for Inventory that is not received within these frames.
    15. Fragile items. ShipHero Fulfillment will only store, pack and ship jewelry, makeup, and/or fragile items if they come pre-packed in a sealed barcoded protective box. You must be pre-approved to have ShipHero fulfill any fragile items. Items that arrive to the warehouse “loose” or not in a sealed container will be returned to the manufacturer or merchant at the expense of the merchant.  If ShipHero and Merchant agree to provide additional services around protective packaging it will be at the expense of the Merchant.  ShipHero does not assume any liability for fragile items broken in receiving, storing, processing, and shipping items.
    16. Address Change/Correction Charges: ShipHero reserves the right to charge Merchant for any address changes and / or correction charges implemented by carriers. ShipHero can look back up to twelve (12) months on these types of charges.
    17. Inventory shrinkage refers to the loss, theft, miscounting, or damage of goods in the warehouse. It can also be the result of incorrect outgoing inventory. Third-party warehouse provider standards for shrinkage range between 2%-10%. At ShipHero we work to keep any shrinkage under 3%. If greater than 3% of the Merchant’s inventory is misplaced/lost ShipHero will credit the Manufacturer’s cost of the product. If a “lost” product is found within 45 days the credit will be withdrawn.
    18. ShipHero reserves the right to charge merchants for unexpected carrier surcharges. These can include but are not limited to:
      1. Delivery to a super remote area
      2. Extended area surcharge and
      3. Extra Care
      4. Canadian extended surcharge
      5. Address corrections or wrong address
      6. Delivery attempts to new address or multiple attempts
      7. Additional handling based on length, weight, DIM, packaging
      8. Inside delivery
      9. International clearance services and related fees
      10. Peak surcharges
  5. PAYMENTS
    1. Merchant payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”). By agreeing to these Terms or continuing to operate as a Merchant on the Service, you agree to be bound by the Stripe Service Agreement, as the same may be modified by Stripe from time to time. Merchant agrees to provide ShipHero with accurate and complete information about Merchant and their business, and Merchant authorizes the necessary sharing of such information with Stripe.
    2. When you use the Service, all charges for the Service and any additional fees payable to ShipHero will be charged to the credit card associated with your Stripe account. Merchant agrees to pay Shiphero the amount that is specified in accordance with these Terms. If Merchant disputes any charges you must let ShipHero know within thirty (30) days after the date of the invoice. After thirty (30) days, ShipHero is no longer responsible for reviewing past invoices and/or charges. 
    3. Merchant agrees and acknowledges that ShipHero shall maintain a warehouseman’s lien under the UCC for all Goods in the Network’s possession, regardless of whether a specific receipt is issued by ShipHero, to cover all charges set forth in this Agreement. In the event ShipHero is required to exercise its lien, Merchant shall be responsible for all necessary and reasonable costs incurred by ShipHero including, but not limited to, reasonable attorney fees.
    4. If Merchant fails to make payments within three (3) days after the date of an invoice, all Services shall stop until ShipHero receives payment. Furthermore, after three (3) days of non-payment, ShipHero has the right to automatically charge the saved payment method on file or any payment method used in the past for the amount due.
    5. Merchant acknowledges that it is responsible for, and agrees to reimburse ShipHero for, all reversals, charge-backs, claims, fees, fines, penalties, and other liability incurred by ShipHero (including costs and related expenses) that are caused by or arising out of payments that Merchant authorizes or accepts.
    6. All dollar amounts stated in this Terms of Service and the website will be in Canadian dollars unless otherwise specified.
    7. All fees due for the cost of the Product shall be paid directly by the End-User to the Merchant. Under no circumstances shall ShipHero accept, receive or otherwise be held responsible for payments from an End-User made in exchange for the Product. 
    8. ShipHero reserves the right to stop shipping if the merchant does not have a valid credit card on file.
    9. ShipHero reserves the right to dispose/donate inventory if Merchant’s account remains unpaid for thirty (30) days.
    10. Fuel Surcharge: List Pricing excludes all fuel surcharges. To learn more about fuel surcharges, see here: https://fulfillment-help.shiphero.com/hc/en-us/articles/9525989845645-ShipHero-Canada-Fuel-Surcharges 
  6. TITLE, RISK OF LOSS, AND INSURANCE
    1. Merchant hereby agrees that at no time during the period that Products are held by ShipHero Fulfillment Network as Inventory will ShipHero or the Network hold title, or any other rights of ownership in the Inventory. Title in Inventory will continue to be held by Merchant until such time as the Products are delivered to the End-User.
    2. Merchant hereby agrees that at no time during the period that Products are held by the Fulfillment Network as Inventory in the Warehouse will ShipHero or the Fulfillment Network carry the risk of loss in the Inventory. Risk of Loss in Inventory will continue to be held by Merchant until such time as the Products are delivered to the End-User.
    3. Merchant hereby agrees that it is the Merchant’s responsibility, at all times, to maintain an insurance policy that covers the cost of the Products held in Inventory. Merchant has the option of adding a Fulfillment Network warehouse as a designated storage location to Merchant’s general inventory policy.
    4. Merchant acknowledges that the Goods stored or warehoused by ShipHero Fulfillment Network are not insured against loss or damage by ShipHero or the Fulfillment Network, and Merchant shall be solely responsible for obtaining insurance coverage for the Goods.
    5. Merchant agrees that ShipHero’s and the Fulfillment Network’s liability for any damage caused to the Goods shall be limited to the actual product value of the Goods, which shall be measured by the original purchase invoice from the manufacturer/supplier. ShipHero shall not be liable for any loss or damage to the Goods unless the loss or damage was directly caused by ShipHero’s gross negligence or willful misconduct.
    6. In the event of a lost or damaged order, ShipHero will file a claim with Carrier for Goods valued at less than or equal to $100.00. ShipHero WILL NOT file claims for Mail Innovation, DHL Global Mail, SurePost, SmartPost, USPS Media Mail, or USPS First Class Shipments unless additional shipping insurance is purchased. A credit will be applied on the next invoice for the amount the Carrier paid to ShipHero. If the carrier denies the claim, Merchant agrees that under no circumstances will ShipHero be liable for more than $50.00 per shipment. Merchant agrees that ShipHero will not be liable for any lost or damaged orders.
    7. Merchant can choose not to insure its inventory. In any event, ShipHero and the Fulfillment Network will, under no circumstances, be liable for any loss or damage to the inventory stored
    8. Merchant agrees that by selling, storing, and distributing Merchant products they are not in violation of any local, provincial, or federal law.
    9. Insurance: ShipHero does not insure against loss or damage to your goods, products, or inventory stored or warehoused by ShipHero. You are responsible for obtaining insurance coverage for your goods, products, or inventory and the costs associated with such insurance. The decision to purchase insurance is yours alone. Please ensure you are providing pertinent information to your broker or agent regarding ShipHero’s operations and the potential location of your goods, products, or inventory to ensure appropriate and thorough coverage. In the event of a loss, ShipHero is not responsible or liable if insurance coverage is not afforded for the goods, products, or inventory or if coverage is denied.
    10. Taxes: ShipHero’s fulfillment services fees are exclusive of applicable value-added, sales/use or inventory, customs/duties, and service taxes. ShipHero’s fulfillment services rely on (and may require) load balancing (described here) of your goods, products, or inventory to ShipHero warehouses located in various tax jurisdictions (found here). Although not applicable I would leave the clause inThe location and type of your goods, products, or inventory may result in additional sales/use or inventory tax implications. ShipHero recommends that you consult with a tax professional to assist you in determining if and how your goods, products, or inventory will be taxed. This decision is yours alone, and you are solely responsible for determining and paying taxes associated with your goods, products, or inventory.
  7. Termination
    1. If merchant chooses to terminate fulfillment with ShipHero, merchant must give 30 days notice. ShipHero will use best efforts to palletize all on-hand merchant inventory within 30 days of notice – this is the removal period. ShipHero has no obligation to palletize or aggregate on-hand merchant inventory during peak season (October 31 – January 15). The 30 day removal period will cease during that time. Meaning if notice is given on November 9th – the 30 day removal time clock will not start until January 6th. Merchant will be charged $50 per hour for all labor associated with removal in addition to shipping and forwarding costs.
    2. ShipHero reserves the right to terminate fulfillment services for merchants at any time. ShipHero will charge $50 per hour for all labor associated with removal upon the termination of services.
    3. ShipHero reserves the right to stop receiving merchant inventory.
    4. ShipHero reserves the right to dispose/donate inventory if Merchant’s account remains unpaid for thirty (30) days.
    5. ShipHero reserves the right to not start the removal process if Merchant has an outstanding debt to ShipHero or does not have a valid credit card on file.
    6. ShipHero reserves the right to remove the product if it is in violation of our terms of service or violates any local or federal law.
    7. The disposal fee is $0.93 per pound. This includes labor charges. Depending on the amount of inventory being disposed of, if a dumpster needs to be ordered additional dumpster fee applies.
    8. With regards to ShipHero’s Privacy Policy, explicitly referencing the retention period, we reserve the right to keep payment information on hand for up to 90 days post-termination in the event of a chargeback or merchandise returns for shipping and transfer fees; this ensures we are aligned with our Posted Privacy Policy to help resolve any possible disputes.