Terms & Conditions

1. Acceptance of Terms

By accessing or using the website located at spsfulfillment.com and any associated subdomains, portals, or web applications (collectively, the “Site”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you must stop using the Site immediately.

These Terms apply to all visitors, users, and others who access the Site. If you are accessing the Site on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

Use of SPS’s logistics services is governed by the separate Master Services Agreement (“MSA”), which clients execute during the onboarding process. In the event of any conflict between these Terms and the MSA, the MSA governs with respect to all service delivery, pricing, payment, and liability matters.

2. About SPS — Agentic 4PL Model

SPS Fulfillment, Inc. operates as an Agentic Fourth-Party Logistics provider (“4PL”). SPS does not own, operate, or control warehouses, carriers, freight forwarders, customs brokers, or other physical logistics infrastructure. SPS provides an orchestration and intelligence layer that coordinates a network of independent logistics operators (“Operators”) on behalf of its clients. The client’s single contractual counterparty is always SPS — the client has no direct contractual relationship with any Operator.

SPS orchestrates logistics services across all stages of the supply chain, including but not limited to: customs and compliance, international and domestic freight, warehousing and storage, order fulfillment, last-mile delivery, and returns management. The specific services activated for any client are governed by their MSA and the applicable pricing model published on the SPS Platform.

Nothing on this Site constitutes a warranty, guarantee, or representation regarding specific transit times, carrier availability, storage availability, or pricing. All service commitments are governed exclusively by the client’s executed MSA.

3. Eligibility

The Site and SPS’s services are intended for business entities (B2B) only. By using the Site, you represent that you are:

• At least 18 years of age;
• Accessing the Site on behalf of a duly organized business entity;
• Authorized to enter into binding commitments on behalf of that entity;
• Not located in a jurisdiction where receiving SPS’s services would be prohibited by applicable law.

SPS does not offer services directly to individual consumers. If you are an individual consumer seeking personal logistics services, SPS’s platform is not intended for you.

4. Platform Access & Accounts

Registered clients may access SPS’s Platform — including the client portal, APIs, and related tools — subject to the terms of the MSA. With respect to account access and security:

• You are responsible for maintaining the confidentiality of your login credentials at all times;
• You must notify SPS immediately at legal@spsfulfillment.com of any unauthorized access to or suspected compromise of your account;
• SPS is not liable for any losses resulting from unauthorized account access caused by your failure to maintain credential security;
• SPS may suspend or terminate accounts that are compromised, inactive, in arrears, or associated with violations of these Terms or the MSA.

Account suspension due to non-payment is governed by Section 5.5 of the MSA. Where a client’s account is suspended, the client remains responsible for ongoing storage fees for any goods held in the Operator network during the suspension period.

5. Payment — Key Terms Summary

Full payment terms are set out in the MSA. The following is a plain-language summary for reference:

• Invoices are issued monthly, or more frequently for prepayments and one-off charges. All invoices are due within fifteen (15) days of the invoice date.
• SPS is authorized to charge the payment method on file automatically — on the standard billing cycle and at any time for amounts that have become due, including prepayments for customs, freight, and import services.
• Certain services — including customs brokerage, import duties, and international freight bookings — require full prepayment before SPS will initiate them. Prepayments are non-refundable once the relevant Operator commitment has been made.
• If an invoice is unpaid after fifteen (15) days, SPS will suspend the account automatically. Goods remain in storage at the client’s ongoing cost until all outstanding amounts are settled.
• Invoice disputes must be raised within fifteen (15) days of the invoice date. Disputes covering less than 5% of the invoice total do not entitle the client to withhold payment — the full invoice is due and the dispute is credited on the next invoice.

This summary does not replace or modify the payment terms in the MSA. In the event of any inconsistency, the MSA governs.

6. Intellectual Property

All content on the Site — including text, graphics, logos, icons, images, software, platform code, routing logic, benchmarking models, and proprietary methodologies — is the exclusive property of SPS Fulfillment, Inc. or its licensors, protected by United States and international copyright, trademark, and intellectual property laws.

You may not: (a) copy, reproduce, or distribute any Site content without prior written permission from SPS; (b) reverse engineer or attempt to derive source code from any SPS software or platform; (c) use SPS’s trademarks, brand assets, or logos without prior written permission; or (d) create derivative works based on SPS’s proprietary content, platform, or methodologies.

SPS grants you a limited, non-exclusive, non-transferable license to access and use the Site solely for the purpose of evaluating or receiving SPS’s services, for the duration of your relationship with SPS.

7. Prohibited Uses

You agree not to use the Site or Platform to:

• Violate any applicable law, regulation, or third-party rights;
• Transmit spam, unsolicited communications, or malicious code;
• Attempt to gain unauthorized access to any part of the Site, Platform, or SPS’s systems or data;
• Scrape, harvest, or collect data from the Site by automated means without prior written permission from SPS;
• Submit false, misleading, or fraudulent information, inquiries, or shipment data;
• Interfere with or disrupt the integrity or performance of the Site or its infrastructure;
• Use the Site to facilitate the shipment or storage of prohibited, illegal, counterfeit, or hazardous goods;
• Impersonate SPS, SPS employees, or any other person or entity.

8. Disclaimer of Warranties

The Site and all content are provided “as is” and “as available” without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, SPS disclaims all warranties, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, and non-infringement; warranties that the Site will be uninterrupted, error-free, or free of harmful components; and warranties regarding the accuracy, completeness, or timeliness of any content or information on the Site.

SPS does not warrant that use of the Site will result in successful logistics outcomes, order fulfillment, or delivery within any specific timeframe. All service commitments are governed exclusively by the MSA.

9. Limitation of Liability

To the maximum extent permitted by applicable law, SPS Fulfillment, Inc. and its officers, directors, employees, and agents shall not be liable for: (a) any indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, data, or goodwill arising from your use of or inability to use the Site; or (c) any damages resulting from unauthorized access to or alteration of your data.

SPS’s total liability for any claim arising solely from use of the Site — excluding all service delivery claims, which are governed by the liability provisions of the MSA — shall not exceed USD $100. For all service delivery claims, the liability cap and exclusions set out in Sections 8.2 and 8.3 of the MSA apply exclusively.

Some jurisdictions do not allow certain liability limitations. In such jurisdictions, SPS’s liability is limited to the maximum extent permitted by law.

10. Privacy & Data Protection

SPS’s collection and use of personal data in connection with the Site is governed by SPS’s Privacy Policy, available at spsfulfillment.com/privacy. By using the Site, you consent to data processing as described in the Privacy Policy.

For users based in the European Economic Area (EEA) or the United Kingdom (UK), SPS processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable national data protection laws. You have the right to access, rectify, erase, restrict, and port your personal data, and to lodge a complaint with a relevant supervisory authority. To exercise these rights, contact SPS at legal@spsfulfillment.com.

Where SPS uses cookies or similar tracking technologies on the Site, you will be presented with a cookie consent banner. You may accept or decline non-essential cookies at any time through the banner or your browser settings. For clients whose end-customer data is processed by SPS in connection with logistics services, the data processing obligations set out in Section 11 of the MSA apply.

11. Third-Party Links & Services

The Site may contain links to third-party websites, tools, or resources. These links are provided for convenience only. SPS does not endorse, control, or assume any responsibility for third-party content, products, or services. Accessing third-party websites is at your own risk and subject to their respective terms and privacy policies.

12. Changes to the Site & Terms

SPS reserves the right to modify, suspend, or discontinue any part of the Site at any time without notice. SPS may update these Terms at any time by posting the revised version on the Site with an updated Last Updated date.

For registered clients, material changes to these Terms will be communicated by email with at least thirty (30) days advance notice. The updated Terms will be published at spsfulfillment.com/terms. If you do not wish to accept the updated Terms, you must notify SPS in writing before the end of the 30-day notice period. Continued use of the Site or SPS’s services after the 30-day notice period constitutes full and unconditional acceptance of the updated Terms, without requirement for any further action or acknowledgment.

For visitors who are not registered clients, continued use of the Site after the Last Updated date of any revised Terms constitutes acceptance of those Terms.

13. Termination of Access

SPS reserves the right to suspend or terminate your access to the Site at any time, with or without notice, for any reason, including but not limited to: violation of these Terms or the MSA; non-payment of service fees; conduct that SPS determines to be harmful to SPS, other users, or third parties; or account inactivity. Termination of Site access does not relieve you of any payment obligations or other liabilities that have accrued prior to termination under the MSA.

14. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Kent County, Delaware, and you hereby consent to personal jurisdiction and venue in such courts.

Prior to initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days following written notice of the dispute.

For EU-based users, where mandatory consumer protection or data protection laws of your home member state apply and cannot be waived by contract, nothing in these Terms limits the rights you hold under such mandatory provisions. Data protection claims by EU-based clients are subject to the jurisdiction provisions set out in Section 14 of the MSA.

15. Contact Information

For questions about these Terms, the MSA, or SPS’s services, please contact: