Terms of Service
Service provider:
Helloprint LLC D.B.A. Smart Prep Center
Legal address: 607 INTERCHANGE BLVD STE 2678 NEWARK DE 19711, US
Warehouse address: 900 S Heald St Wilmington, DE 19801, United States
Chapter 1
Terms and Conditions
-
Terms of coming in effect
-
NDA (Non-disclosure agreement) & Confidentiality Terms
-
Public offer
-
General Terms
-
Shipping & Receiving
-
Storage & Warehousing
-
Payment Terms
-
Termination and Cancellation
-
Returns and Disposals
-
Compliance with Agreement
1. Current agreement comes into effect once it’s signed by both parties (Helloprint LLC or D.B.A. Smart Prep Center and You) and when You will receive login credentials to Smart Prep Center’s Warehouse Management System (WMS). Login credentials will be given only when setup service has been provided.
1.1 Current agreement is also a part of Smart Prep Center’s public offer (section 3). By using Smart Prep Center’s services, you accept the current agreement and all terms and conditions of this agreement. In such cases signature is not required and your will to use our services will be considered as acceptance of current agreement.
2. Once you start using the contents of WMS (prep.smartprepcenter.com) - You are entitled for the responsibility of maintaining and keeping the confidentiality of your account info such as login and password in order to restrict access to your WMS account.
You accept a full responsibility for all activities that may happen under your customer account. You are not allowed to pass your account info, password or account access to the third-party other than your employees or authorized corporate members of your company.
You do acknowledge that Smart Prep Center is not accountable for unauthorized third-party access to your personal client account and any costs, damages or losses that may result for the same.
3. Smart Prep Center’s Price page on the Website (www.smartprepcenter.com/price/) is a public offer. All of Smart Prep Center’s regular services and their respectful prices are in effect for all clients, unless additional agreement has been established that modifies the services and/or prices for individual clients. Smart Prep Center must notify about price adjustments prior 2 weeks of going in effect on public offer. By accepting this Agreement, you accept Smart Prep Center’s public offer and are thus informed about current services and their prices.
4. These General Terms and Conditions, along with all other material on the Website (www.smartprepcenter.com), such as but not limited to the guidelines, procedures, privacy policy, refund policy and other details, form a contract (the "Contract") between all users of WMS/Website and Helloprint LLC or D.B.A. Smart Prep Center ("Smart Prep Center" or "We" or "Us" as the context requires). The Contract governs all use of the WMS, including but not limited to services and other products ordered through the Website or WMS, as well as all correspondence sent through the Website, WMS or otherwise exchanged between you (hereinafter "You" or "Yourself" as the context requires) 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 but not limited to all of the terms, conditions, notifications, and other material on the Website (collectively the "Terms").
5. As a client of Smart Prep Center - You are fully responsible for proper shipping and delivery of your inventory to Smart Prep Center’s warehouse, using the address given during onboarding. Regardless, whether your inventory is fulfilled from overseas to the USA or if the goods are fulfilled nationwide to our warehouse - It is still your (client’s) responsibility to arrange needed transportation and ship them to our warehouse. In addition, Smart Prep Center is not responsible for any import customs duties, shipping charges, customs clearance costs, taxes, tariffs, port storage, freight forwarding fees or other charges which are related to your merchandise and inventory.
Smart Prep Center will consider all gift/sample items as subject to disposal by default. Customer may request gift/sample items receiving for additional fee according to Smart Prep Center’s public offer. Smart Prep Center cannot be liable for damages to gift/sample items until customer’s request for receiving of such items has been completely processed and additional fees have been covered.
Smart Prep Center can assist with arranging the transportation of your items to our warehouse in form of additional service, but Smart Prep Center won’t be responsible for transported items until they are accepted by us since it’s carrier’s liability to deliver your items safe to final destination, We are simply providing shipping validation (e.g. shipping label, BOL, etc.), so it’s your and carrier’s responsibility to prepare and ship items using validation documents provided by us.
Smart Prep Center reserves the right to reject all of Your inventory if, in its absolute discretion, Smart Prep Center: ( A) Smart Prep Center considers Your inventory to be hazardous; (B) Your inventory tends to be damaged; (C) if the services You have ordered from Smart Prep Center are not within the scope of the services Smart Prep Center usually provides, (D) if Your inventory is otherwise unacceptable, or (E) if You and Smart Prep Center disagree about the charges to be collected for Smart Prep Center's services or other products available on the Website, (F) current Contract has been terminated or not active at the moment.
In case your inventory is delivered to Smart Prep Center’s warehouse in the condition of being damaged or dangerous condition, or Your inventory is somehow unacceptable for any of the reasons mentioned above, If Smart Prep Center chooses to accept Your inventory, Smart Prep Center will immediately notify You of the circumstances and advise You to contact Smart Prep Center to decide how to proceed with such inventory.
If Smart Prep Center discovers that any of Your inventory is impaired, unsafe, or otherwise inappropriate after unboxing it, Smart Prep Center will immediately notify You of the situation and advise You to contact Smart Prep Center to discuss how to proceed with such inventory.
Smart Prep Center will consider your item received only if its receiving is confirmed by WMS. We are not held responsible for items that were not accepted at warehouse grounds, even if tracking information of the carrier says it has been delivered. Receiving process does not only include the pick-up of the item from the carrier hand-to-hand, but also the allocation within warehouse grounds. In case of discrepancy between our receiving information from WMS and carrier’s tracking information, Smart Prep Center will rely on WMS data and if the item wasn’t accepted and you were not notified about it, we suggest contacting the carrier. There will be no reimbursement for lost items that were never accepted on warehouse grounds. All acceptances conducted on warehouse grounds are recorded within WMS. Therefore, If Inbound Inventory section of WMS (prep.smartprepcenter.com/#/inbound/inventory) doesn’t contain an item with UPC/EAN/GTIN barcode or tracking number of the parcel then current item/parcel haven’t been received by Smart Prep Center and Smart Prep Center can’t be held responsible for the loss of the item/parcel and You acknowledge that. Smart Prep Center can assist with the search of inventory by contacting the carrier company as additional service but won’t be responsible for the reimbursement no matter what is the outcome of the search service.
Smart Prep Center will receive and allocate your items according to your shipping preference that has been chosen during the onboarding meeting. We will also follow any instructions regarding planning, packaging, and/or shipment of Your inventory as long as they are including services that are listed on our public offer or if you have been given custom quote and approval from Smart Prep Center’s management that your demands can be fulfilled. Smart Prep Center reserves the right to deny service provision if, in its absolute discretion: (A) instructions are unclear or not enough details provided, (B) requested services are not mentioned in the public offer, (C) Smart Prep Center management decided that in current circumstances we cannot fulfill the requested service at the required level of quality, (D) current Contract has been terminated or not active at the moment.
Smart Prep Center will reimburse any return shipping charges from Amazon or retail buyers and prep fees if Smart Prep Center mislabels any of Your products or makes any other error with respect to the planning, packaging, and/or shipment of Your inventory, but Smart Prep Center will not be responsible for any lost sales or earnings, or any harm to Your inventory that happens during the return process. The form of reimbursement is decided upon Chapter 2 of the current agreement.
Upon visiting our Website or corresponding with Smart Prep Center via the Website, by email or by other means, electronic or otherwise, You accept that all agreements, including this Contract, notes, transmissions of information, disclosures, and other communications that You and Smart Prep Center exchange electronically meet any legal requirement that such communications be in writing.
6. Smart Prep Center is responsible for allocation and distribution of your items on warehouse grounds. We provide insurance on all items that are located on warehouse grounds and will reimburse you if items were damaged or lost on warehouse grounds. The form of reimbursement is decided upon Chapter 2 of the current agreement.
The distribution of your items on warehouse grounds is conducted according to your shipping preference. Some preferences will include allocation in the storage area, others would lead directly to prep stations for faster processing.
In case we place / extend your inventory for the storage area in our warehouse as per your request or according to your shipping preference or if for any other reason mentioned herein and it does not involve any Smart Prep Center’s fault, You will be responsible to Smart Prep Center for storage charges. In case you fail to pay Smart Prep Center’s storage charges within seven (7) business days of being notified by Smart Prep Center, 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 costs for storing Your inventory, and/or donate or otherwise dispose of all or part of Your Inventory in any manner that 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 for some reason, in which 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, to sell Your inventory at any price and add the proceeds to the amount You owe Smart Prep Center, to store Your inventory at Your expense, or to otherwise dispose of Your inventory at Smart Prep Center's absolute discretion. Such a selling, storage, or other disposal of Your inventory does not preclude Smart Prep Center from pursuing any further legal recourse in order to be rendered whole.
7. Smart Prep Center's facility services and other products are priced as per public offer. Regardless of any other statement herein, Smart Prep Center reserves the right to adjust these prices at any time in compliance with this Contract. Smart Prep Center must notify about price adjustments prior 2 weeks of going in effect.
Smart Prep Center’s WMS has a customer’s funds account that can be topped-up with WMS Credits. Those credits can only be spent on Smart Prep Center’s services and cannot be refunded to the original payment method unless otherwise is stated in Chapter 2 of current agreement. One WMS Credit equals One USD.
To provide setup service and open an account within WMS, You need to pay setup fee. Once setup service is provided, the current Contract comes into effect. Any refund requests will be considered upon 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 Stripe service. This means that by paying setup fee and/or our invoices you provide your debit/credit card information and authorization for further transactions that can be initiated by Smart Prep Center without need of action from your side. Smart Prep Center will only initiate transactions that cover your current debt and if that debt has been broken down in a respectful invoice. All unexplained or erroneous transactions may be canceled according to Chapter 2 of the current agreement.
You reserve the right to switch from automatic billing to manual invoicing per time frame of your choice but not exceeding the timeframe of one calendar month.
Smart Prep Center's services are priced according to the time Smart Prep Center receives the specific shipment of Your inventory. Subsequent orders for Smart Prep Center's Services, or subsequent shipments of inventory under an established order, will be regulated by the 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 (if we refuse to accept your inventory shipment or if you refuse to pay Smart Prep Center's prices and costs in the circumstances described herein). We shall not be responsible for any expenses, penalties, or other direct or indirect losses, including but not limited to shipping charges, lost revenue, bad reviews, or lost brand value, in addition to the statutory remedies given herein and any other remedies available to us at law or equity.
8. You accept and understand that, at our absolute discretion, we can cancel the Services and terminate this Agreement at any time and without warning for any reason. Any notification we want to include could be in the form of a letter, an email, or other electronic medium. Regardless of the above, we have 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 the purposes of this Agreement. A good reason can include, but is not limited to:
a. For a period of more than 30 days, you haven’t responded to any of our letters, emails, phone calls or other means of communication;
b. Your actions are offensive, aggressive, hostile, intimidating, or disruptive to our employees or other customers;
c. You fail to provide or we are unable to verify the right and reliable contact and personal details that all customers are required to 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. We have determined that the payment system you have created is being or will be used fraudulently;
f. You breach any representations or warranties made hereunder, or any clause of this Agreement or any other terms and conditions posted by us;
g. You are the one who has terminated the contract. Except in the case of nonpayment, your notice to close your account will not be final until you have checked your identity and permission to close the account to our satisfaction.
h. Your account will be closed until we inform you of termination or accept your notice of termination. After the account is closed, you will no longer be charged on a regular basis. We reserve the right to deduct any Account Balance from any outstanding fees and charges.
i. Account reopening. You can only reopen your account with confirmation of Smart Prep Center’s management and signing a new Contract.
9. Smart Prep Center will accept your Amazon or customer’s returns as any regular item. You will be needed to provide instructions on what to do with those items and in compliance with Chapter 1, section 5 of the current Agreement.
If a mutually satisfactory solution to dealing with any of returns cannot be found within fifteen (15) business days, Smart Prep Center reserves the right to sell Your inventory at any price and add the proceeds to the sum You owe to Smart Prep Center, if any, store Your inventory at Your expense, or otherwise dispose of Your inventory at its sole discretion.
10. You consent not to infringe on any of Smart Prep Center's trademarks, copyrights, or other intellectual property rights, as well as the copyrights of the owners of the images shown on the Website/WMS and the software that powers the Website/WMS. You consent not to use the Website/WMS for any reason that is illegal or otherwise wrongful, 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 the use of the Website/WMS by others.
a. Smart Prep Center controls, operates, and administers the Website/WMS from its headquarters in the United States. 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 Your 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 of the 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, but not limited to, fair attorneys' fees and court costs) arising out of or in connection with your use of this Website/WMS, arise out of or are caused by The use of the Website/WMS, any breach of the Contract, any infringement of a third party's rights, any violation of any relevant laws, rules, or regulations, and/or any defects in Your inventory.
e. Regardless of any other provision of this Contract, 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 use of the Website/WMS or any information You provide to Smart Prep Center about Your use of the Website/WMS.
Chapter 2
Refund Policy
-
Terms of coming in effect
-
Types of reimbursement
-
Setup fee and onboarding cashback bonus
-
Reimbursement Conditions
-
Damaged or lost goods
-
Services paid by WMS Credits
-
Purchase of WMS Credits
1. Current Policy comes into effect once current agreement has been signed. All billing details are in compliance with Chapter 1 of current agreement, section 7.
2. Smart Prep Center can reimburse you via following 2 types:
- Credits at Smart Prep Center’s WMS (prep.smartprepcenter.com). Those can be spent on Smart Prep Center’s services. 1 Credit equals 1 USD.
- Transaction to original payment method (debit/credit card, PayPal, etc.). Be advised that direct wire transfers to Helloprint LLC bank account can be refunded but additional wire commission may be applied to the refund amount.
3. To open an account with Smart Prep Center we need to provide Setup service. Once the Setup fee is paid you will be provided with login and password to WMS, along with a custom shipping address to use. Once you receive those credentials the service has been provided and cannot be refunded. Setup fee can only be refunded before receiving onboarding credentials (WMS login, password, shipping address).
3.1 Be advised that we offer a cashback bonus after successful onboarding in the form of WMS Credits. Those Credits cannot be refunded to the original payment method. Cashback bonus equals to first payment +10%.
3.2 If some services were partly paid by WMS Credits and partly by invoice with Stripe payment, only Stripe-paid part of service can be reimbursed to the original payment method. WMS credits cannot be refunded, but they can be added to account balance and used to pay for Smart Prep Center’s services within WMS.
3.3 Onboarding cashback bonus in 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. 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 shipment request, non-applicable in case if 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 current agreement, section 5). If the tracking number for the parcel you have sent us says ‘Delivered’ that does not mean confirmation of items receiving and allocation. We are not held responsible for inferior quality of carrier service 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 Invoice via Stripe to cover such services then we would return the eligible amount back to the original payment method.
4.1 In case if you are eligible for 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, balance can be adjusted using WMS Credits equal to cancellation amount. In case if an unexplained or erroneous transaction applied to your bank account we will issue a refund to the original payment method.
5. 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 current agreement.
5.1 Be advised that we are not responsible for any lost sales or earnings, we are reimbursing the original cost of purchase/production of your items. If you provide sale values instead of cost values and cannot confirm the latter, we may decline reimbursement requests.
6. If you are eligible for refund of 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 current agreement.
7. Smart Prep Center would only issue WMS Credits as a cashback bonus during the 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 setup fee would be considered as purchase of WMS Credits. In case of refund request we would allow refund at original payment method of Credits amount equal to difference between setup fee and transaction amount, minus 10% bonus (e.g. you paid $1000 for setup and got 1100 WMS Credits while 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 other accepted payment method.
Service provider:
Helloprint LLC
EIN: 86-2770860
email: info@smartprepcenter.com
Legal address: 607 INTERCHANGE BLVD STE 2678 NEWARK DE 19711, US
Warehouse address: 900 S Heald St Wilmington, DE 19801, United States
CHASE BANK
Account number: 721138086
Routing number: 021000021