ONEWAREHOUSE TERMS OF SERVICE
OneWarehouse aims to provide you with stacking and storage of goods, warehouse management, and inbounding, putaway, tallying, and outbounding of goods or other services that OneWarehouse agrees to provide you (“the Service”). In these Terms of Service, “we”, “us”, and “OneWarehouse” refer to the applicable OneWarehouse Contracting Party (as defined in Article 13 of these Terms of Service). The Service is contracted between you and the OneWarehouse Parties. For your protection, please read the following OneWarehouse Terms of Service, including all other terms referenced or linked to therein (including, but not limited to, the OneWarehouse Storage Policy, hereinafter referred to as the “Storage Policy”, applicable to the scope of services you use) (hereinafter referred to as the “TOS”). By applying for, being reviewed, completing the registration and activation process, or starting or continuing to use the Service with our consent, we will deem that you have fully understood and agreed to be bound by all of the TOS. We reserve the right to update and change the TOS by posting updates and changes on the OneWarehouse platform, including ,(“OneWarehouse Platform”)and its sub-domain websites and the OneWarehouse user management backend. Please check the TOS occasionally for any updates or changes that may affect you. If you do not accept such changes, you must discontinue using the Service, and your continued use of the Service will be deemed your agreement to the updated terms.
Article 1 Membership Restrictions, Registration, and Security
Article 2 Use of the OneWarehouse Platform
1. The Service aims to support tallying goods until they are delivered. We authorize you to use specific software systems on the OneWarehouse Platform. Upon your instruction, we receive, store and issue goods for you by the TOS. We may engage our affiliates or partners to provide the software system and the Service.
Article 3 Use of the Service
1. We will provide the following services under these TOS and by your reasonable and lawful instructions:
2. The specific scope of services to be used by you under the Service shall be subject to the range of services, charges, and methods agreed between you and us at the time of using the Service.
3. You shall provide an inbounding or outbounding notice before an inbounding or outbounding of goods, and specify the number, name, specifications, order number, quantity and other information of the goods as per our instructions.
4. You agree that the status, inbounding and outbounding records and quantity of your goods shall be as recorded in the Service System or as notified by you to us.
5. You may not use the OneWarehouse Platform and the Service in connection with any of the following:
(a) Operate illegally, lose your business status or license or engage in a business venture that is not legally registered;
(b) Store or distribute viruses or other programs that damage or interfere with computer systems or data, or engage in conduct that damages or interferes with the proper functioning of the OneWarehouse Platform;
(c) Use the OneWarehouse Platform and the Service for purposes other than those intended by the Service, generate competitive products, or derive, reproduce or copy the OneWarehouse Platform and the Service, in whole or in part;
(d) Any other conduct we have reasonable grounds to believe is inappropriate.
6. You warrant that using the OneWarehouse Platform and the Service shall be subject to the following requirements:
(a) You are responsible for the lawful origin of the Goods and warrant that you have an ownership or independent disposal of the Goods, that the Goods are not subject to any pledge or security, and that the Goods and packaging do not infringe the intellectual property rights of any third party;
(b) You may not entrust us with storing, managing, or delivering items that fall under the following OneWarehouse prohibited items list:
(i) dangerous goods such as radioactive, explosive, flammable, toxic, hazardous, and corrosive;
(ii) firearms, firearm parts (including imitation firearms and their components) and ammunition, flares, knives, and other items;
(iii) controlled waste;
(iv) living organisms or parts of living organisms;
(v) human tissue;
(vii) items capable of contaminating others by odour or otherwise unless securely packaged in a closed container;
(viii) any item that, in the reasonable opinion of OneWarehouse, does not meet the conditions of safe or lawful possession or transportation;
(ix) any dangerous goods as defined by the International Air Transport Association (IATA), the International Civil Aviation Organization (ICAO), and other relevant governmental authorities or organizations;
(x) any article whose possession or carriage is prohibited by local or international law in the place of service;
(xi) any article that Customs requirements have not declared.
(c) You should accurately, completely and adequately provide us with the contents, size, quantity, declared value, and description of the goods and such other information relating to the goods as we may reasonably require from time to time;
(d) Pack, label, and mark the goods securely and adequately;
(e) In the case of imported goods, be taxed by the law and not be an unannounced permitted import by the competent Government;
(f) In the case of special government-controlled items (such as alcoholic beverages, controlled pharmaceuticals, foodstuffs, and cosmetics.), you shall notify us at the time of your application for inbounding of goods and provide written proof that the items meet the requirements of the Laws and regulations or are eligible.
If we reasonably believe that the items you submit to us violate the preceding, we may, at our sole discretion, refuse, return, or dispose of the items at your expense. If you violate any of the preceding, you shall indemnify us and hold us harmless from and against all losses, costs, penalties, and expenses, including reasonable attorneys' fees, incurred and paid by us due to your failure to perform this obligation fully.
7. We have the right to inspect the integrity of the packaging of the goods you submit and may also randomly check the goods to confirm the authenticity and accuracy of the information provided by you. We will notify you if a random inspection reveals defects such as damage or shortages that are inconsistent with the inbounding notice, you will be required to pick up the defective goods and will be charged by us for the cost of putaway of such goods. However, you acknowledge and agree that we have no obligation to guarantee the accuracy of your information because our acceptance is part of the inbounding process and does not represent or warrant the completeness, integrity, accuracy, or any information and condition of your goods.
8. If your goods may be subject to investigation or inspection by the Government or us because of their nature, you agree to notify us of such possibility before inbounding of the goods and notify us immediately upon receipt of such investigation or inspection notice. Suppose the Government requires to enter the Warehouse or requires our cooperation in an investigation or inspection for any of the above reasons, you shall cooperate in such inspection or review and bear the related costs.
9. If your goods need to meet the requirements of the competent authorities regarding temperature and humidity, or are fragile, perishable, moldy or require special attention during handling, or if you have any other needs regarding picking or tallying, you should notify us in advance. We have the right to decide at our discretion whether to provide the appropriate service for goods requiring special attention. Unless otherwise agreed in writing before delivery of the goods for storage, we are not responsible for storing the goods in a temperature or humidity-controlled environment or for loss or damage caused by perishable, decaying or mouldy goods. You agree to knowingly accept that we will store the goods in an environment that is not temperature/humidity controlled. We are not responsible for any loss or damage to the goods or legal liability resulting from fluctuations in the Warehouse's temperature range or humidity levels.
10. If the goods are in poor condition that may affect other Service users of the Service, you agree that we may handle the goods at your expense.
11. Unless otherwise agreed by both parties, we will ship the goods in their original packaging or the packaging provided by you.
12. We may suspend providing all or part of the Service or performing all or portion of our obligations if you breach the TOS or any agreement relating to the Service. We may also terminate your use of the Service as appropriate. You shall also be liable for all damages and reimbursement of expenses incurred by us due to such damages or costs. If you submit a deposit, you agree that we may deduct an equivalent amount against it and you shall reimburse us for any shortfall. You agree that we may, at any point in time, for reasonable cause, increase the amount of the deposit you are required to provide and require you to supplement it.
Article 4 Service Charges and Settlement
Article 5 Force Majeure
Article 6 Privacy and Information Security
(i) You do not keep safe any account password that can access the Service.
(ii) You provide the account password to access the Service to others.
(iii) You fail to use the security mechanisms provided by us.
(iv) Any other intentional or grossly negligent act by you results in someone else being able to use the Service through your identity or website.
Article 7 Term and Termination of the TOS
Article 8 Limitation and Exemptions
1. You warrant that we, our affiliates, principals, employees, agents, appointees and service providers will not suffer any damage, loss or expense or incur any fee or cost as a result of your breach of any promise, agency, warranty, obligation or liability under the TOS or made by you. If you breach this warranty, you shall indemnify the preceding parties against any loss, damage, costs and expenses incurred by them.
2. You shall establish and pay for all hardware, network connections, browsers, bandwidth, etc. according to your requirement when using the Service and shall not pass such liabilities on to us.
3. We are committed to maintaining our System and information security. Yet the internet system has its own risks and you agree to use the Service and take the potential risks on your own. Our service does not constitute a warranty or guarantee that the service system is free of viruses or technical malfunctions or for any telecommunications system, Internet, or system operability. You also agree that we shall not be liable for any liability, damage, or loss in connection with the preceding circumstances.
4. We provide the Service on an "as is" and "as available" basis, based on current functionality only, and reserve the right to modify the Service, in whole or in part, at any time, provided that such modifications are not deemed compulsory to maintain the service and that we reserve all discretion. You acknowledge and agree that we make no warranty, express or implied, and shall not be liable for:
(i) the Service may contain human or systemic errors, omissions, delays, and losses, including the possibility of inadvertent loss of data;
(ii) the service will necessarily meet your requirements precisely and without risk;
(iii) the Service is uninterrupted, timely, always secure, reliable, or error-free;
(iv) the results obtained from the use of the Service will be 100% accurate or reliable;
(v) any errors that this Service contains will be corrected;
(vi) any personal injury or property damage arising out of your access to or use of the Service;
(vii) any unauthorized access to or use of the Service system or any personal information associated with the Service and stored therein;
(viii) any software viruses, bugs, Trojan horses, or other malicious code that can be transmitted through the Service;
(ix) the content of users or any third parties.
5. We may suspend or discontinue all or part of the Service in the event of relocation, replacement, upgrade, renewal, maintenance, or repair of hardware, software, or equipment related to the Service. You agree that the System, servers, and equipment involved in the Service and the website used to operate it may fail from time to time or may only function partially due to mechanical failure, the results of equipment repairs, software, and hardware upgrades, telecommunications connection problems, or other reasons that may cause suspension or interruption of the Service. We do not guarantee, warrant, or indemnify any loss, damage, compensation, claim of right, cost, or share of expense arising from any such suspension or interruption.
6. We do not guarantee that the content or transmission process of the messages you upload or post is accurate, reliable, and correct or that there will be no interruptions in system stability. You should always check the accuracy of the information you upload or post and take protective measures such as backing up and archiving.
7. To the maximum extent permitted by applicable law, in no event shall we or our affiliates be liable to you or any third party (including, but not limited to, your affiliates and those advocating on your behalf) for any hacking, illegal system attack, tampering with system records, loss of profits, loss of data, system downtime, or special, indirect, incidental, consequential, or punitive damages arising under the TOS or the Service.
8. Our cumulative liability to you for damages under the TOS or the Service is limited not only to actual, direct damages suffered by you but also to the actual incremental fees paid by you to us for the specific service you have selected during the three months before the time such liability arises. The calculation of multiple claims shall be aggregated and shall not exceed our above scope of liability.
9. In the event of errors, delays, interruptions, or failures in the transmission, erroneous deletion of data, or backup mistakes or losses in the Service due to the obstruction, interruption, or malfunction of our hardware or software equipment, we shall try to promptly remove such obstacles and restore the System to regular operation. However, we shall not be liable for damages except in intentional or gross negligence cases.
10. Acceptance under the Service is not a guarantee for your goods. We will not be liable for any damage even if the goods are accepted unless you have not breached the TOS and you can prove that the damage is caused by the warehouse or us.
11. We may conduct an inventory of your goods under the Service. You agree that we will not be liable for any temporary errors in the data due to an inaccurate inventory, except where we decide to compensate you after the inventory confirms a loss.
12. Inbounding of goods under the Service does not mean that we purchase goods or merchandise from you; return of goods under the TOS does not mean that we return your goods or merchandise after we have purchased them. You acknowledge that no inbounding or return of goods herein has anything to do with the sale relationship.
13. In no event shall we be liable for any special, incidental, consequential loss or damage, including but not limited to loss in profits or loss of market, loss in revenue, or punitive damages, delay in delivery, cost of substitute goods, or home delivery, whether or not we know of the possibility of such damages or loss.
Article 9 Confidentiality
1. You are responsible for maintaining the confidentiality of our bargain prices, discounts, suppliers, technical, business, operational, business, organizational, financial, and all other information that by its nature should be kept confidential ("Confidential Information") that you become aware of, disclosed, accept or hold as a result of your agreement to the TOS and your acceptance or use of the Service. You will treat our Confidential Information as yours and use best efforts to protect it. However, the following information is not Confidential Information：
(i) that we have made public at the time you became aware of;
(ii) that you have specific evidence that it was in your possession or knowledge before the time we disclosed it;
(iii) that you developed or subsequently developed independently of the information disclosed by us;
(iv) that you obtained or became aware of from a third party who was not under an obligation of confidentiality before you became aware of it;
(v) that is not confidential with our prior written consent.
2. Once you have accepted our Confidential Information (including but not limited to vendor data and storage service rates that you have obtained, used or become aware of from us), you shall not disclose it to any third party except your employees, appointees, directors and supervisors who must know it to use the Service. And you shall not use it for other purposes than using the Service.
3. If you are required by law or by a judicial or administrative authority to disclose our Confidential Information by its power, you may reveal it to the extent necessary by the law or the requirements of the law without being subject to the preceding two provisions. However, you shall notify us immediately upon becoming aware of such statutory requirements or requests so that we may respond to such requests and use your commercially reasonable efforts to assist us in safeguarding Confidential Information when we notify you of our objections or comments.
4. This section does not expire upon termination, cancellation, or avoidance of the TOS.
Article 10 Notice
1. If notice is required by law or by the TOS, you agree that we may notify you by sending an email to the email address of your registered account, by mail to the address you provide to us, by multimedia newsletters, by text messages, by posting on the pages published on the Service, or by other reasonable means now or in the future, including modifications and updates to the TOS.
2. When you agree to the TOS by using the Service in the manner agreed to by us, you agree that any notices given by us in the form required by TOS shall be deemed served.
Article 11 Modifications, Updates, and Interpretation of the TOS
1. You agree that we may modify the TOS in part or whole at any time and notify you of such modifications or post them only on the TOS page. You should check the TOS occasionally to confirm the latest content. You shall comply with the updated TOS once we have posted it and it has become effective.
2. Your continued use of the Service constitutes your acceptance of the then-current and updated TOS.
3. Matters not specified on the TOS page shall be determined by the quotations, paper agreements, Storage Policy, related mechanisms, methods, processing procedures, related instructions, contracts, rules of use, cautions, and limitations (hereinafter referred to as Service Information) published on the OneWarehouse Platform (including Storage Policy) or otherwise agreed between you and us. Service information is deemed to be part of the TOS. If there is no conflict, the Service Information shall have the same effect as the TOS; if there is a conflict, the TOS shall prevail.
4. Unless otherwise agreed between you and us, the Service Information may be modified by us from time to time, and you should check the Service Information from time to time to confirm the latest content. You should comply with the updated Service Information once we have posted it and it has become effective.
5. You agree that we reserve the right of final interpretation of the TOS and the Service Information.
Article 12 Other Agreements
Article 13 OneWarehouse Parties, Governing Law and Jurisdiction
1. Based on your billing address,OneWarehouse contracting party, governing law, and jurisdiction applicable to you are as follows:
OneWarehouse Contracting party
Laws of the People's Republic of China
Guangzhou Arbitration Commission
HongKong SAR, China
SHOPLINE SOLUTIONS LIMITED
Laws of the Hong Kong Special Administrative Region of the PRC
Hong Kong courts
SHOPLINE COMMERCE PTE. LTD.
Laws of Singapore
SHOPLINE (M) SDN. BHD.
Laws of Malaysia
Kuala Lumpur courts
SHOPLINE (THAILAND) COMPANY LIMITED
Laws of Thailand
SHOPLINE VIETNAM COMPANY LIMITED
Laws of Vietnam
Ho Chi Minh City courts
PT Shopline Technology Indonesia
Laws of Indonesia
（Last updated: 4 July 2023）