Terms of Service

1.1 Acceptance of Terms

These Terms of Service ("Terms") constitute a legal agreement between you ("Customer", "Company", or "you") and Universal Prep ("we", "us", or "our"), a business operating under the laws of Ontario, Canada. By accessing our website, registering for our services, or using our facilities, you agree to be bound by these Terms.

1.2 Service Description

Universal Prep provides premium Amazon FBA preparation services including but not limited to:

• Receipt and counting of physical goods
• Storage and inventory management
• Packaging and preparation to Amazon FBA standards
• FNSKU labeling and polybagging services
• Shipment creation and delivery to Amazon fulfillment centers
• Quality control inspections
• Return processing and inspection

2.1 Payment Processing

Universal Prep processes payments through approved secure payment processors. Your payment information may be shared with necessary third parties strictly for payment processing purposes.

2.2 Payment Methods

We accept payment via:

• Credit card
• Electronic transfer (e-transfer)
• Bank transfer (with prior approval)

2.3 Billing and Late Fees

Invoices are billed in the month following services rendered. Payment is due within three (3) business days of invoice date. After the three (3) business day grace period, a late fee of one percent (1%) per day will be applied to the outstanding balance.

Universal Prep reserves the right to charge any credit card on file at any time after three (3) business days from the invoice date for outstanding balances.

3.1 Inventory Ownership

Products held by Universal Prep as inventory in our facilities remain the property of the Customer at all times. Universal Prep holds no ownership interest in any inventory stored in our warehouse.

3.2 Risk of Loss

The Customer acknowledges and agrees that Universal Prep does not carry the risk of loss for inventory stored in our warehouse. Risk of loss remains with the Customer until products are delivered to the end-user or Amazon fulfillment center.

3.3 Shipping and Freight

Customer agrees that any freight charges incurred by their booking are the Customer's responsibility. Universal Prep:

• Does not participate in pallet exchange programs
• Has a forklift on-site and typically does not require tailgate service
• Is not liable for freight-related charges including tailgate fees, loading time charges, or other carrier fees incurred upon delivery

4.1 Service Limitations

Universal Prep endeavors to handle all products with the utmost care and professionalism. However, by using our services, the Customer acknowledges and agrees that Universal Prep shall not be liable for any damage, loss, or mishandling of products once they are in our custody.

4.2 Damage Limitation

This limitation of liability applies to all damages of any kind, including but not limited to:

• Direct damages
• Indirect damages
• Special damages
• Incidental damages
• Consequential damages
• Loss of profits or business interruption

5.1 Arbitration Agreement

In the event of any dispute arising from or related to the services provided by Universal Prep, the parties agree to resolve the dispute through binding arbitration. By using Universal Prep's services, the Customer agrees that any dispute or claim arising out of or in connection with these Terms of Service or the performance, breach, or termination thereof, will be settled by arbitration administered by a recognized arbitration institution in Ontario, Canada.

This arbitration clause constitutes a waiver of the Customer's right to a court trial and relates to the resolution of all disputes relating to these Terms of Service.

6.1 Service Termination

Universal Prep reserves the unequivocal right to refuse service to any Customer at any point in time, for any reason. In the event that Universal Prep exercises this right, the Customer will be notified and given a reasonable timeframe of three (3) business days to arrange for the removal of their inventory. Failure to comply within this timeframe may lead to the imposition of additional fees or necessitate the liquidation of the inventory.

6.2 Abandoned Account Classification

If any account remains unpaid for thirty (30) days, Universal Prep has the right to classify the Customer's account as an "Abandoned Account." From the moment an account is deemed abandoned, the Customer immediately forfeits ownership rights over the inventory up to the cumulative amount required to settle all outstanding fees, plus any reasonable expenses incurred by Universal Prep for the preservation, storage, or sale of the inventory.

6.3 Liquidation Process

Upon classification as an Abandoned Account, the inventory will become immediately unavailable to the Customer, and liquidation proceedings will commence. The Customer agrees that Universal Prep has absolute discretion over the liquidation of any inventory, which shall be considered free and clear of any liability to the Customer.

The Customer shall have no rights to liquidation proceeds unless the amounts recovered through liquidation exceed the cumulative amount necessary for payment of outstanding fees and expenses. Should liquidation proceeds be insufficient to cover these amounts, the Customer remains liable for any outstanding balances.

7.1 Communications Consent

By using our services, you consent to receive communications from Universal Prep regarding:

• Service updates and notifications
• Invoice and payment information
• Inventory status and processing updates
• Marketing communications about our services
• Important policy or terms changes

7.2 Data Protection

Universal Prep is committed to protecting your personal information in accordance with applicable Canadian privacy laws. We collect, use, and disclose personal information only for the purposes of providing our services and as described in our Privacy Policy.

8.1 Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

8.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remainder of these Terms will remain in full force and effect.

8.3 Modifications

Universal Prep reserves the right to modify these Terms of Service at any time. We will notify customers of material changes by email or through our website. Continued use of our services after such modifications constitutes acceptance of the revised Terms.

8.4 Entire Agreement

These Terms of Service, together with our Privacy Policy and any other legal notices published by Universal Prep, constitute the entire agreement between you and Universal Prep regarding the use of our services.

2875 Foxden Square, Pickering, ON L1X 0N9

Phone: (647) 893-5262

Email: legal@universalprep.ca

Business Hours: Monday-Friday 9:00 AM - 5:00 PM EST