Terms & Conditions

PPS Fulfilment is a trading name of PPS Fulfilment Ltd, a company registered in England and Wales with its registered office at Peterborough, Cambridgeshire, United Kingdom.

In these Terms & Conditions:

• “PPS Fulfilment”, “we”, “us” or “our” means PPS Fulfilment, trading as PPS Fulfilment.
• “Client”, “you” or “your” means the business or organisation using our website or engaging our fulfilment services.
• “Goods” means products, stock, inventory or other items provided to us by or on behalf of the Client.
• “Services” means the fulfilment, storage, inventory management, pick and pack, dispatch and other services provided by PPS Fulfilment.
• “Courier” means any third-party delivery company or carrier used to deliver Goods to the Client’s customers.

You may use our website for lawful business purposes only.

You must not:

• use the website for any unlawful or fraudulent purpose;
• attempt to gain unauthorised access to any part of the website or its systems;
• introduce viruses, malware or other harmful material;
• reproduce, copy or commercially exploit website content without our permission;
• use automated systems to access or extract information from the website where this has not been authorised by us.

We reserve the right to suspend or restrict access to the website where we reasonably believe that these Terms & Conditions have been breached.

We make reasonable efforts to ensure that information published on our website is accurate and up to date.

However, information on the website is provided for general information purposes and does not constitute a binding offer to provide Services unless expressly stated otherwise.

Service availability, pricing, storage capacity, fulfilment times and other operational details may vary depending on the Client’s requirements and will normally be confirmed separately in a quotation, proposal, service agreement or other written arrangement.

PPS Fulfilment provides ecommerce fulfilment services which may include:

• receiving Goods into our facility;
• checking and recording inventory;
• storing Goods;
• inventory management and stock monitoring;
• receiving customer orders;
• picking and packing orders;
• arranging dispatch;
• providing shipment information and tracking where available;
• processing inventory movements;
• providing agreed inventory or fulfilment reports; and
• other related services agreed with the Client.

The exact Services provided to a Client will be determined by the Client’s quotation, proposal, Service Agreement and/or applicable Service Schedule.

We may use third-party suppliers, technology providers and delivery partners where reasonably required to provide the Services.

The Client is responsible for providing us with accurate and complete information necessary for the provision of the Services.

This includes, where applicable:

• accurate product information;
• SKU information;
• product descriptions;
• barcodes;
• dimensions and weights;
• stock quantities;
• customer delivery information;
• order information;
• relevant handling instructions;
• information regarding hazardous, restricted or regulated Goods; and
• any other information reasonably required to provide the Services.

The Client is responsible for ensuring that all Goods supplied to PPS Fulfilment are lawful to store, handle and distribute.

The Client must not send Goods to our facility that are prohibited, illegal, dangerous or otherwise unsuitable for storage or fulfilment without our prior written approval.

The Client is responsible for ensuring that its Goods comply with all applicable laws, regulations, product safety requirements, labelling requirements, import requirements and other legal requirements.

PPS Fulfilment does not generally inspect Goods for legal or regulatory compliance and is entitled to rely on information supplied by the Client.

Where we reasonably believe that Goods may be unsafe, unlawful, prohibited or unsuitable for storage or fulfilment, we may suspend handling of those Goods and require the Client to provide further information or remove them from our facility.

The Client is responsible for arranging and paying for the delivery of its Goods to our designated fulfilment facility unless otherwise agreed in writing.

Goods remain the responsibility of the Client until they have been received and accepted into our facility.

We may refuse delivery or receipt of Goods where:

• the delivery has not been authorised;
• the Goods differ materially from the information provided;
• the Goods are inadequately packaged;
• the quantity materially differs from the expected quantity;
• the Goods are prohibited or unsafe; or
• accepting the Goods would create operational, legal or safety concerns.

We will store the Client’s Goods at our designated fulfilment facility in accordance with the agreed Services.

Storage charges may be calculated based on factors including inventory volume, number of pallets, bins, cartons, units, storage space or other agreed measures.

The Client must ensure that its inventory levels remain within any agreed storage capacity.

Where inventory materially exceeds the agreed capacity, we may charge additional storage fees or require the Client to remove excess inventory.

Unless otherwise agreed, PPS Fulfilment does not guarantee any particular temperature, humidity or environmental conditions. Clients must notify us in advance if their Goods require specialist storage conditions.

We will use reasonable care when receiving, storing and handling Goods.

We may maintain electronic or physical records of inventory movements, receipts, orders and dispatches.

The Client is responsible for maintaining accurate product and SKU information and for notifying us promptly of any discrepancies.

Where appropriate, we may carry out stock counts or inventory checks. Any agreed stock-counting or reconciliation service may be subject to additional charges.

Orders must be submitted to PPS Fulfilment through the agreed ordering method, which may include an integrated ecommerce platform, API, CSV/manual upload or another agreed method.

The Client is responsible for ensuring that order information is accurate and complete.

We will use reasonable efforts to process orders received in accordance with the agreed cut-off times and service levels.

We are not responsible for delays caused by:

• inaccurate or incomplete order information;
• system or integration failures outside our reasonable control;
• insufficient inventory;
• product or packaging issues;
• courier delays;
• force majeure events; or
• other circumstances outside our reasonable control.

PPS Fulfilment may provide standard packaging materials as part of the agreed Services.

Where specialist, branded or additional packaging is required, this must be agreed in advance and may incur additional charges.

The Client is responsible for providing or paying for any specialist packaging required for its Goods unless otherwise agreed.

We may refuse to dispatch an order where we reasonably consider that the Goods cannot be safely or appropriately packaged for delivery.

We may use third-party couriers to deliver Goods to the Client’s customers.

Unless expressly agreed otherwise, PPS Fulfilment acts as an intermediary in arranging delivery and does not control the operations of third-party couriers.

Delivery times provided by couriers are estimates and are not guaranteed unless a specific guaranteed delivery service has been agreed.

Once Goods have been handed to a Courier, delivery is subject to the Courier’s applicable terms and service conditions.

Where a delivery is delayed, lost or damaged, we will provide reasonable assistance with the relevant courier claim process where appropriate.

Returns processing is not included in the Services unless expressly agreed with the Client.

Where returns processing is provided, the applicable process, fees and service levels will be agreed separately.

Unless otherwise agreed, PPS Fulfilment is not responsible for deciding whether a returned product should be refunded, resold, replaced, destroyed or returned to the Client.

The Client remains responsible for its customer returns policy and for complying with applicable consumer protection laws.

Our fees will be set out in the applicable quotation, proposal, Service Agreement or pricing schedule.

Fees may include, where applicable:

• receiving fees;
• storage fees;
• pick and pack fees;
• packaging fees;
• dispatch and courier charges;
• returns processing fees;
• inventory management fees;
• additional handling charges;
• account or technology fees; and
• other agreed charges.

Unless otherwise agreed, invoices are payable within 30 days of the invoice date.

If an invoice is not paid by the due date, we may suspend some or all Services until payment is received.

We reserve the right to charge interest and compensation on overdue business debts in accordance with applicable law, including the Late Payment of Commercial Debts legislation where applicable.

We may review our prices from time to time to reflect changes in:

• operating costs;
• storage costs;
• courier charges;
• packaging costs;
• technology costs;
• labour costs; or
• the scope or volume of Services provided.

Where a price change affects an ongoing Client arrangement, we will provide reasonable notice in accordance with the applicable Service Agreement.

All Goods supplied by the Client remain the property of the Client unless otherwise agreed in writing.

Nothing in these Terms & Conditions transfers ownership of the Goods to PPS Fulfilment.

The Client warrants that it has the legal right to provide the Goods to PPS Fulfilment for storage and fulfilment.

The Client is responsible for maintaining appropriate insurance for its Goods and business activities, including appropriate stock/inventory insurance and product liability insurance where applicable.

PPS Fulfilment will maintain insurance appropriate to its business and the Services it provides.

The level and scope of insurance cover provided by either party does not automatically determine the extent of contractual liability between the parties.

Clients should ensure that their insurance policies adequately cover Goods while they are stored at or handled by a third-party fulfilment provider.

We will take reasonable care of Goods while they are in our possession.

Where Goods are lost or damaged due to our negligence or failure to exercise reasonable care, our liability will be determined in accordance with the applicable Service Agreement and applicable law.

We will not be responsible for loss or damage caused by:

• inherent defects in the Goods;
• inadequate packaging supplied by the Client;
• inaccurate information supplied by the Client;
• the nature of the Goods;
• normal wear and tear;
• events outside our reasonable control; or
• acts or omissions of the Client or its representatives.

Any specific liability limits or claims procedures will be set out in the applicable Service Agreement.

Nothing in these Terms & Conditions excludes or limits liability that cannot lawfully be excluded or limited.

Subject to the above, and to the extent permitted by law, PPS Fulfilment will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of anticipated savings or loss of goodwill arising from the Services.

Any agreed financial limitation on PPS Fulfilment’s liability will be set out in the applicable Service Agreement.

Nothing in these Terms & Conditions is intended to exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

The Client agrees to indemnify PPS Fulfilment against losses, claims, liabilities, costs and reasonable expenses arising from:

• the Client’s breach of these Terms & Conditions or the applicable Service Agreement;
• unlawful or prohibited Goods supplied by the Client;
• inaccurate or misleading information supplied by the Client;
• claims relating to the Client’s products, except to the extent caused by PPS Fulfilment’s negligence or breach of contract;
• the Client’s failure to comply with applicable laws and regulations; or
• infringement of third-party intellectual property rights by the Client’s Goods, branding or materials.

This clause will apply only to the extent permitted by law.

Each party will comply with applicable data protection and privacy laws.

Where PPS Fulfilment processes personal data on behalf of a Client, the parties will comply with applicable data protection requirements and enter into any appropriate data processing arrangements where required.

PPS Fulfilment’s use of personal information collected through the website is also governed by our Privacy Policy.

Each party agrees to keep confidential information received from the other party confidential and not disclose it to third parties except:

• where disclosure is required by law;
• where disclosure is necessary to provide the Services;
• to professional advisers or insurers who are subject to confidentiality obligations; or
• with the other party’s written consent.

This obligation will continue after the end of the business relationship.

All intellectual property rights in the PPS Fulfilment website, including its branding, logos, text, graphics, design and other content, belong to PPS Fulfilment or its licensors.

You may not reproduce, modify, distribute or commercially exploit our website content without our prior written permission.

The Client retains ownership of its own trademarks, branding, product information and other intellectual property supplied to us.

The Client grants PPS Fulfilment a limited licence to use such materials solely for the purpose of providing the Services.

We may use third-party technology providers, ecommerce platforms, warehouse management systems, payment providers and courier companies in providing the Services.

We are not responsible for failures, interruptions or changes to third-party services that are outside our reasonable control.

Where a third-party service is required for the Client’s fulfilment operation, the Client is responsible for complying with that provider’s applicable terms.

We may suspend or restrict Services where:

• invoices remain unpaid;
• the Client materially breaches these Terms & Conditions or the applicable Service Agreement;
• Goods present a health, safety, legal or operational risk;
• the Client provides unlawful or prohibited Goods;
• continued provision of Services would expose us to legal or regulatory risk; or
• circumstances outside our reasonable control prevent us from providing the Services.

Where reasonably practicable, we will notify the Client before suspending Services.

The termination arrangements for an ongoing fulfilment relationship will normally be set out in the applicable Service Agreement.

Unless otherwise agreed, either party may terminate an ongoing arrangement by giving 30 days written notice.

We may terminate the relationship immediately where the Client:

• commits a serious or material breach;
• repeatedly fails to pay invoices;
• becomes insolvent or ceases trading;
• supplies unlawful or prohibited Goods; or
• creates a serious health, safety, legal or operational risk.

Following termination, the Client must arrange for the collection or transfer of its remaining inventory within the period specified by PPS Fulfilment.

The Client remains responsible for applicable storage, handling, collection and other charges until the Goods have been removed.

If Goods are not collected within the agreed period, PPS Fulfilment may take reasonable steps to protect its interests, including arranging return, transfer or disposal of Goods, subject to applicable law and any contractual rights of the Client.

Any costs reasonably incurred may be charged to the Client.

Where PPS Fulfilment has a lawful right to retain Goods because of unpaid charges, that right will not be affected by termination.

We will not be liable for failure or delay in performing our obligations where the failure or delay results from circumstances beyond our reasonable control.

Such circumstances may include:

• natural disasters;
• fire;
• flood;
• epidemic or pandemic;
• war;
• terrorism;
• industrial action;
• government restrictions;
• interruption to utilities or telecommunications;
• significant technology failures;
• transport disruption;
• courier disruption; or
• other events outside our reasonable control.

We will use reasonable efforts to minimise the impact of such events.

Clients should notify us promptly of any issue relating to the Services.

Claims relating to missing, damaged or incorrectly fulfilled Goods should be submitted within the timeframe specified in the applicable Service Agreement or claims procedure.

We will investigate legitimate complaints and claims and work with the Client to resolve them reasonably.

We may update these website Terms & Conditions from time to time.

The latest version will be published on our website with the relevant effective date.

Changes to the contractual terms applying to an existing Client relationship will be handled in accordance with the applicable Service Agreement.

We do not guarantee that the website will always be available, uninterrupted or error-free.

We may modify, suspend or withdraw any part of the website without notice where reasonably necessary.

Our website may contain links to third-party websites.

These links are provided for convenience only. PPS Fulfilment does not control and is not responsible for the content, availability, security or privacy practices of third-party websites.

If we do not immediately enforce a right under these Terms & Conditions, this does not mean that we have waived that right.

A waiver must be expressly confirmed in writing.

If any provision of these Terms & Conditions is found to be invalid, unlawful or unenforceable, that provision will be treated as removed or modified to the minimum extent necessary, and the remaining provisions will continue to apply.

For Clients engaging PPS Fulfilment for ongoing Services, these website Terms & Conditions should be read together with the applicable quotation, proposal, Service Agreement, Service Schedule and other agreed documents.

If there is a conflict between these Terms & Conditions and a signed Service Agreement, the signed Service Agreement will take precedence to the extent of the conflict.

These Terms & Conditions and any dispute arising from them shall be governed by the laws of England and Wales.

Subject to any mandatory legal requirements, the courts of England and Wales shall have exclusive jurisdiction over disputes arising from these Terms & Conditions.

If you have any questions about these Terms & Conditions or our Services, please contact us on info@ppsfulfilment.com.