Smart Prep Center

Terms of Service

Helloprint LLC, D.B.A. Smart Prep Center

  • Legal address: 607 Interchange Blvd., Ste 2678, Newark, DE 19711, USA
  • EIN: 86-2770860
  • Email: info@smartprepcenter.com
  • Warehouse address: 900 S Heald St, Wilmington, DE 19801, United States

Chapter 1: Terms and Conditions

1. Terms of Coming Into Effect

The current agreement becomes effective once signed by both parties (Helloprint LLC or D.B.A. Smart Prep Center and You) and when You receive login credentials to Smart Prep Center's Warehouse Management System (WMS). Login credentials are provided only after setup service completion.

The current agreement also comprises part of Smart Prep Center's public offer (section 3). By using Smart Prep Center's services, you accept this agreement and all terms and conditions. In such cases, signature is not required, and your use of services constitutes acceptance of the agreement.

2. NDA (Non-Disclosure Agreement) & Confidentiality Terms

Upon using the WMS contents (prep.smartprepcenter.com), you assume responsibility for maintaining confidentiality of your account information, including login and password, to restrict unauthorized access.

You accept full responsibility for all activities occurring under your customer account. You cannot share account information, password, or access with third parties except your employees or authorized corporate members.

You acknowledge that Smart Prep Center is not accountable for unauthorized third-party access to your personal client account and any resulting costs, damages, or losses.

3. Public Offer

Smart Prep Center's Price page at www.smartprepcenter.com/price/ constitutes a public offer. All regular services and respective prices apply to all clients unless an additional agreement modifies services and/or prices for individual clients.

Smart Prep Center must notify of price adjustments at least 2 weeks before they take effect on the public offer. By accepting this Agreement, you accept Smart Prep Center's public offer and are informed of current services and their prices.

4. General Terms

These General Terms and Conditions, along with all material on the Website (www.smartprepcenter.com), such as guidelines, procedures, privacy policy, refund policy, and other details, form a contract (the "Contract") between all WMS/Website users and Helloprint LLC or D.B.A. Smart Prep Center.

The Contract governs all WMS use, including services and products ordered through the Website or WMS, as well as all correspondence exchanged between you and Smart Prep Center. By using the WMS and Website, you understand and consent to be legally bound by the Contract in all respects, including all terms, conditions, notifications, and material on the Website (collectively the "Terms").

5. Shipping & Receiving

As a Smart Prep Center client, you are fully responsible for properly shipping and delivering your inventory to Smart Prep Center's warehouse using the address provided during onboarding. Whether inventory is fulfilled from overseas to the USA or nationwide to the warehouse, you must arrange the necessary transportation and ship to the warehouse.

Smart Prep Center is not responsible for import customs duties, shipping charges, customs clearance costs, taxes, tariffs, port storage, freight forwarding fees, or other charges related to your merchandise and inventory.

Smart Prep Center will consider all gift/sample items as subject to disposal by default. Customers may request gift/sample item receiving for an additional fee per Smart Prep Center's public offer. Smart Prep Center cannot be liable for damages to gift/sample items until the customer's receiving request is completely processed and additional fees are covered.

Smart Prep Center can assist with arranging transportation to the warehouse as an additional service. However, Smart Prep Center won't be responsible for transported items until acceptance, since it is the carrier's liability to deliver items safely. Smart Prep Center provides only shipping validation (shipping label, BOL, etc.); you and the carrier are responsible for preparing and shipping items using the provided validation documents.

Smart Prep Center reserves the right to reject all inventory if, in its absolute discretion: (A) inventory is considered hazardous; (B) inventory tends to be damaged; (C) ordered services are not within Smart Prep Center's usual scope; (D) inventory is otherwise unacceptable; (E) you and Smart Prep Center disagree about service charges or other products; or (F) the current Contract is terminated or not active.

If inventory arrives damaged, dangerous, or unacceptable for any aforementioned reasons, Smart Prep Center will immediately notify you and advise you to contact Smart Prep Center to decide how to proceed.

If Smart Prep Center discovers inventory is impaired, unsafe, or inappropriate after unboxing, Smart Prep Center will immediately notify you and advise contacting Smart Prep Center to discuss next steps.

Smart Prep Center considers items received only when receiving is confirmed by WMS. Smart Prep Center is not responsible for items not accepted at warehouse grounds, even if carrier tracking shows delivery. The receiving process includes both pickup from the carrier and allocation within warehouse grounds.

In case of discrepancy between Smart Prep Center's WMS receiving information and carrier tracking, Smart Prep Center relies on WMS data. If an item wasn't accepted and you weren't notified, Smart Prep Center suggests contacting the carrier. No reimbursement is provided for lost items never accepted at warehouse grounds.

All acceptances at warehouse grounds are recorded in WMS. If the Inbound Inventory section of WMS (prep.smartprepcenter.com/#/inbound/inventory) doesn't contain an item with a UPC/EAN/GTIN barcode or parcel tracking number, the item/parcel hasn't been received by Smart Prep Center, and you acknowledge Smart Prep Center cannot be held responsible for loss.

Smart Prep Center can assist searching inventory by contacting the carrier as an additional service but won't be responsible for reimbursement regardless of outcome.

Smart Prep Center will receive and allocate items according to your shipping preference chosen during onboarding and will follow instructions regarding planning, packaging, and/or shipment of your inventory as long as they include services listed in the public offer or you have received a custom quote and management approval.

Smart Prep Center reserves the right to deny service provision if, in its absolute discretion: (A) instructions are unclear or lack sufficient details; (B) requested services aren't mentioned in the public offer; (C) Smart Prep Center management determines it cannot fulfill the requested service at the required quality level; or (D) the current Contract is terminated or not active.

Smart Prep Center will reimburse any return shipping charges from Amazon or retail buyers and prep fees if Smart Prep Center mislabels products or makes any other error regarding planning, packaging, and/or shipment of your inventory. However, Smart Prep Center won't be responsible for lost sales or earnings, or any harm to your inventory during the return process. The reimbursement form is decided per Chapter 2 of the current agreement.

Upon visiting the Website or corresponding with Smart Prep Center via Website, email, or other electronic or non-electronic means, you accept that all agreements, including this Contract, notes, information transmissions, disclosures, and communications exchanged electronically meet any legal requirement that such communications be in writing.

6. Storage & Warehousing

Smart Prep Center is responsible for allocation and distribution of your items on warehouse grounds. Smart Prep Center provides insurance on all items located on warehouse grounds and will reimburse you if items were damaged or lost on warehouse grounds. The reimbursement form is decided per Chapter 2 of the current agreement.

Your items' distribution on warehouse grounds is conducted according to your shipping preference. Some preferences include allocation in the storage area; others lead directly to prep stations for faster processing.

If Smart Prep Center places or extends your inventory in the storage area as per your request, according to your shipping preference, or for any other reason herein not involving Smart Prep Center's fault, you are responsible to Smart Prep Center for storage charges.

If you fail to pay Smart Prep Center's storage charges within seven (7) business days of notification, Smart Prep Center will keep your inventory at your sole risk for seven (7) business days, during which Smart Prep Center reserves the right to sell all or part of your inventory to cover Smart Prep Center's price and storage costs, and/or donate or otherwise dispose of all or part of your inventory as Smart Prep Center deems appropriate.

Smart Prep Center can maintain possession of your inventory if Smart Prep Center's charges are declined in whole or in part. In such case, Smart Prep Center will not be liable for any delays.

If Smart Prep Center's charges are not received or payment is not obtained within ten (10) business days, Smart Prep Center reserves the right to terminate this Contract, sell your inventory at any price and add proceeds to the amount you owe Smart Prep Center, store your inventory at your expense, or otherwise dispose of your inventory at Smart Prep Center's absolute discretion. Such selling, storage, or disposal doesn't preclude Smart Prep Center from pursuing further legal recourse to be rendered whole.

7. Payment Terms

Smart Prep Center's facility services and other products are priced per the public offer. Regardless of any other statement, Smart Prep Center reserves the right to adjust prices at any time in compliance with this Contract. Smart Prep Center must notify of price adjustments at least 2 weeks before they take effect.

Smart Prep Center's WMS has a customer funds account that can be topped up with WMS Credits. These credits can only be spent on Smart Prep Center's services and cannot be refunded to the original payment method unless stated in Chapter 2. One WMS Credit equals One USD.

To provide setup service and open an account within WMS, you need to pay a setup fee. Once setup service is provided, the current Contract comes into effect. Refund requests will be considered per Chapter 2 of the current agreement. All further services are billed via Invoicing through WMS.

Smart Prep Center's billing is automatic and based on the Stripe service. By paying the setup fee and/or invoices, you provide debit/credit card information and authorize further transactions Smart Prep Center can initiate without requiring your action. Smart Prep Center will only initiate transactions covering your current debt if that debt has been broken down in a respective invoice.

All unexplained or erroneous transactions may be canceled per Chapter 2 of the current agreement.

You reserve the right to switch from automatic billing to manual invoicing per a timeframe of your choice but not exceeding one calendar month.

Smart Prep Center's services are priced according to when Smart Prep Center receives your specific inventory shipment. Subsequent orders for Smart Prep Center's Services, or subsequent shipments under an established order, will be regulated by Prices and Terms in effect on Smart Prep Center's public offer at the time of the subsequent order.

Smart Prep Center reserves the right to refuse your inventory shipment for any reason. Smart Prep Center shall not be responsible for any expenses, penalties, or other direct or indirect losses, including shipping charges, lost revenue, bad reviews, or lost brand value, in addition to statutory remedies given herein and any other remedies available under law or equity.

8. Termination and Cancellation

You accept and understand that, at Smart Prep Center's absolute discretion, Smart Prep Center can cancel Services and terminate this Agreement at any time and without warning for any reason. Any notification could be in the form of a letter, email, or other electronic medium.

Smart Prep Center has the right to terminate this Agreement at any time without cause. You accept that the behavior or inactions of another User in your account will be credited to you for purposes of this Agreement.

Good reasons for termination include, but are not limited to:

a. For more than 30 days, you haven't responded to letters, emails, phone calls, or other communications;

b. Your actions are offensive, aggressive, hostile, intimidating, or disruptive to Smart Prep Center's employees or other customers;

c. You fail to provide, or Smart Prep Center is unable to verify, right and reliable contact and personal details that all customers must provide;

d. You refuse to participate or provide evidence in any investigation conducted by local, state, or federal authorities or an equivalent governmental agency;

e. Smart Prep Center has determined that your payment system is being or will be used fraudulently;

f. You breach any representations or warranties hereunder, or any clause of this Agreement or any other terms and conditions posted by Smart Prep Center;

g. You are the one who has terminated the contract. Except in case of nonpayment, your notice to close your account will not be final until you have verified your identity and permission to close the account to Smart Prep Center's satisfaction;

h. Your account will be closed until Smart Prep Center informs you of termination or accepts your termination notice. After account closure, you will no longer be charged on a regular basis. Smart Prep Center reserves the right to deduct any Account Balance from any outstanding fees and charges;

i. Account reopening requires confirmation of Smart Prep Center's management and signing a new Contract.

9. Returns and Disposals

Smart Prep Center will accept your Amazon or customer's returns as any regular item. You will need to provide instructions on what to do with those items in compliance with Chapter 1, section 5 of the current Agreement.

If a mutually satisfactory solution to dealing with returns cannot be found within fifteen (15) business days, Smart Prep Center reserves the right to sell your inventory at any price and add proceeds to the sum you owe Smart Prep Center, if any, store your inventory at your expense, or otherwise dispose of your inventory at its sole discretion.

10. Compliance with Agreement

You consent not to infringe on any of Smart Prep Center's trademarks, copyrights, or other intellectual property rights, as well as copyrights of image owners shown on the Website/WMS and software powering the Website/WMS. You consent not to use the Website/WMS for any illegal or wrongful reason, or that is inconsistent with the Contract.

You agree not to use or access the Website/WMS in any way that could damage, disable, overburden, impair, or otherwise disrupt the Website/WMS or its use by others.

a. Smart Prep Center controls, operates, and administers the Website/WMS from its United States headquarters. If you visit the Website/WMS from outside the United States, you consent to abide by all local, state, and federal laws;

b. Smart Prep Center reserves the right to cancel your account if you are in arrears with payments to Smart Prep Center and do not cure such arrears within seven (7) days of being informed by Smart Prep Center, in addition to any other remedy Smart Prep Center may have under this Contract or in law or equity;

c. You reflect and warrant that none of the trademarks on your inventory, nor any content or other features on your inventory, infringe on any party's trademark, copyright, patent, or other intellectual property rights;

d. You agree to indemnify, hold harmless, and protect Smart Prep Center, as well as its officers, directors, staff, agents, contractors, assigns, and third parties, against any and all damages, charges, liabilities, and expenses (including fair attorneys' fees and court costs) arising out of or in connection with your use of this Website/WMS, any breach of the Contract, any infringement of a third party's rights, any violation of relevant laws, rules, or regulations, and/or any defects in your inventory;

e. Regardless of any other Contract provision, Smart Prep Center reserves the right to comply with any and all governmental, regulatory, administrative, court, or law enforcement demands or provisions relating to your Website/WMS use or any information you provide to Smart Prep Center about your Website/WMS use.

Chapter 2: Refund Policy

1. Terms of Coming Into Effect

The current Policy comes into effect once the current agreement has been signed. All billing details are in compliance with Chapter 1 of the current agreement, section 7.

2. Types of Reimbursement

Smart Prep Center can reimburse you via the following 2 types:

  • Credits at Smart Prep Center's WMS (prep.smartprepcenter.com). These can be spent on Smart Prep Center's services. 1 Credit equals 1 USD.
  • Transaction to the original payment method (debit/credit card, PayPal, etc.). Be advised that direct wire transfers to the Helloprint LLC bank account can be refunded, but an additional wire commission may be applied to the refund amount.

3. Setup Fee and Onboarding Cashback Bonus

To open an account with Smart Prep Center, you need to provide the Setup service. Once the Setup fee is paid, you will be provided with a WMS login and password, along with a custom shipping address to use. Once you receive those credentials, the service has been provided and cannot be refunded. The setup fee can only be refunded before receiving onboarding credentials (WMS login, password, shipping address).

3.1 Be advised that Smart Prep Center offers a cashback bonus after successful onboarding in the form of WMS Credits. Those Credits cannot be refunded to the original payment method. The cashback bonus equals the first payment +10%.

3.2 If some services were partly paid by WMS Credits and partly by invoice with Stripe payment, only the Stripe-paid part of the service can be reimbursed to the original payment method. WMS credits cannot be refunded, but they can be added to the account balance and used to pay for Smart Prep Center's services within WMS.

3.3 The onboarding cashback bonus in the form of WMS Credits will be automatically depleted after 2 months since the moment of account activation in case it wasn't fully spent on Smart Prep Center's services.

4. Reimbursement Conditions

Smart Prep Center will reimburse you in case of inferior quality of service, which includes:

  • Incorrect FNSKU/shipping/custom label application
  • Shipped to incorrect address
  • Late shipment (considered Late if more than 7 days have passed since the shipment request; non-applicable in case the delay is caused by issues caused by You)
  • Loss of allocated items (considered allocated only after receiving in WMS, in compliance with Chapter 1 of the current agreement, section 5). If the tracking number for the parcel you have sent shows "Delivered," that does not mean confirmation of items receiving and allocation. Smart Prep Center is not responsible for inferior carrier quality and allocation must be confirmed in WMS.

The form of reimbursement in such cases would be free services. If you used WMS Credits to cover those services, they would be added back to the WMS account. If you paid an Invoice via Stripe to cover such services, then Smart Prep Center would return the eligible amount back to the original payment method.

4.1 In case you are eligible for a refund at the original payment method, you can still choose to top up your WMS Credits balance instead. However, if you are only eligible for WMS Credits reimbursement, your refund at the original payment method is not allowed.

4.2 All unexplained or erroneous transactions may be canceled in WMS financial statements. Smart Prep Center won't reimburse those using Funds but will cancel it from the statement, thus nullifying it. If for some reason such action cannot be done, the balance can be adjusted using WMS Credits equal to the cancellation amount. In case an unexplained or erroneous transaction is applied to your bank account, Smart Prep Center will issue a refund to the original payment method.

5. Damaged or Lost Goods

Smart Prep Center is responsible for all items accepted on warehouse grounds and marked as received in WMS. If your item was damaged or lost on warehouse grounds, then it's eligible for reimbursement if you provide purchase/production confirmation that can confirm the cost of lost or damaged items. Once value has been established, it can be reimbursed using options from Chapter 2, section 2 of the current agreement.

5.1 Be advised that Smart Prep Center is not responsible for any lost sales or earnings; Smart Prep Center is reimbursing the original cost of purchase/production of your items. If you provide sale values instead of cost values and cannot confirm the latter, Smart Prep Center may decline reimbursement requests.

6. Services Paid by WMS Credits

If you are eligible for a refund of a service that has been paid by WMS Credits, you can only request to add WMS Credits back to the WMS account. You are not allowed to refund those funds at the original payment method.

6.1 The only exception to refund WMS Credits back to the original payment method is stated in Chapter 2, section 7 of the current agreement.

7. Purchase of WMS Credits

Smart Prep Center would only issue WMS Credits as a cashback bonus during onboarding or as a tool to nullify unexplained or erroneous transactions. You may pay more than the setup fee in order to get a bigger cashback bonus. In this case, all funds above the setup fee would be considered as a purchase of WMS Credits. In case of a refund request, Smart Prep Center would allow a refund at the original payment method of a Credits amount equal to the difference between the setup fee and the transaction amount, minus the 10% bonus (e.g., you paid $1000 for setup and got 1100 WMS Credits while the setup fee is $400; in case of refund you will be paid $600).

7.1 Separate purchase of WMS Credits is not allowed. All services that have been invoiced must be paid via Stripe or another accepted payment method.

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