1.1 These terms (“Terms”) govern the provision of third-party logistics services by IndeJuice Limited (T/A IndeDrop) incorporated and registered in England and Wales with company number 11551218 whose registered office is at Unit 2, Octagon Business Centre, Miller Street, Birmingham, United Kingdom B6 4NH (“Service Provider”), to the business account holder (“Merchant”). By creating an IndeDrop account or using the services, the Merchant accepts these Terms.
“Account Profile” means the online rate card and operational parameters (e.g., storage fees, pick/pack fees, surcharges, shipping cut-offs, returns handling) associated with the Merchant’s IndeDrop account and visible after login; it is incorporated by reference into these Terms and forms part of the agreement between the parties.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Carriers” means third-party parcel and freight operators engaged by IndeDrop to transport Goods.
“Goods” means the Merchant’s inventory, packaging and materials stored, handled or shipped by IndeDrop.
“Policies” means IndeDrop’s operational policies and help centre articles as updated from time to time in the portal.
“Services” has the meaning in Clause 2 and includes warehousing, fulfilment and related logistics.
2.1 IndeDrop will provide warehousing, inventory handling, order processing, pick/pack, labelling, dispatch via Carriers, and returns handling as described in the portal and these Terms.
2.2 IndeDrop will perform the Services with reasonable skill and care and in accordance with applicable laws and industry standards.
2.3 Feature set, shipping methods, collection cut-offs, and geographic coverage are as shown in the Account Profile (and may vary by Merchant).
3.1 Provide accurate data (SKUs, barcodes, ASNs), compliant packaging/labels, and timely instructions; promptly notify IndeDrop of changes affecting the Services.
3.2 Ensure Goods comply with all applicable laws, product-safety rules, sanctions/export controls, dangerous-goods and lithium-battery regulations, and (where relevant) age-restriction requirements.
3.3 Maintain insurance for Goods at replacement cost while in storage and transit (see Clause 11).
All pricing (storage, handling, pick/pack, shipping pass-throughs, returns fees, surcharges) is set out in the Merchant’s Account Profile.
Unless your Account Profile states otherwise, IndeDrop invoices weekly in arrears; invoices are due within seven (7) Business Days of issue. Amounts must be paid in full without set-off or deduction, save as required by law. Interest may accrue on overdue amounts at 5% per annum above the Bank of England base rate until paid. IndeDrop may suspend Services where sums are overdue or balances are insufficient.
If your Account Profile uses wallet/auto-top-up, you authorise automatic charges to maintain a positive balance; Services may pause if the balance is insufficient.
If actual or clearly projected volume/mix materially deviates from the Account Profile assumptions over any rolling three-month period (or earlier where trends indicate such variance), IndeDrop may review and adjust pricing at its sole discretion. This includes pass-through government/carrier surcharges which may vary from time to time and may be updated without notice.
ASNs must be submitted before delivery. IndeDrop may refuse, quarantine, or re-work non-compliant inbound stock at Merchant cost.
Inventory is stored on a commingled or dedicated basis as operationally determined and undergo regular cycle counts and reconciliation processes. IndeDrop uses commercially reasonable practices to maintain inventory accuracy.
IndeDrop may inspect Goods; suspected non-compliant items may be quarantined, returned or disposed of at Merchant cost.
6.1 IndeDrop will process orders and tender shipments to Carriers in line with cut-offs and methods shown in the Account Profile (subject to Carrier performance).
6.2 Tracking numbers will be surfaced where available from Carriers; signature/insurance options (if any) are shown in the Account Profile and may incur additional charges.
6.3 IndeDrop is carrier-dependent. Where performance depends on Carrier collection or transit, delays caused by Carriers are not IndeDrop breaches; IndeDrop will use commercially reasonable efforts to mitigate and re-tender and will keep you updated.
7.1 IndeDrop’s standard service level is to achieve at least 95% performance against our operational targets (such as order processing within stated cut-offs and inventory/shipping accuracy). We use reasonable endeavours to meet or exceed this 95% target.
If loss, damage, delay or mis-delivery occurs while Goods are in a Carrier’s network, IndeDrop will use reasonable endeavours to submit and pursue a Carrier claim once you provide required evidence within the Carrier’s time limits, following the Carrier’s policies/procedures (which may affect recoverable amounts). Any compensation is limited to sums actually recovered from the Carrier (less applicable charges), and IndeDrop is not an insurer nor assumes liability beyond Carrier recovery.
For incidents occurring while Goods are in IndeDrop’s care and not yet tendered to a Carrier, liability is subject to Clause 12 caps/exclusions.
9.1 IndeDrop will process returns in accordance with the options and fees in the Account Profile and Policies.
9.2 Disposition (restock, refurbish, recycle, destroy) follows your instructions where operationally possible; storage/handling fees may apply.
10.1 Each party will comply with applicable data-protection laws. IndeDrop acts as Processor for personal data it processes on the Merchant’s behalf; details are set out in the portal DPA (incorporated by reference). IndeDrop will maintain appropriate technical and organisational measures for such processing.
10.2 Each party will keep the other’s Confidential Information confidential, allowing disclosure to advisers and subprocessors on a need-to-know basis and as required by law. Upon termination, each party will return or delete the other’s Confidential Information, save for permitted archival copies.
11.1 Title to Goods remains with the Merchant. The Merchant is responsible for insuring Goods at replacement value while in storage and in transit.
11.2 IndeDrop maintains business insurances appropriate to its operations.
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
IndeDrop is not liable for any indirect, special or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, or loss or corruption of data, in each case whether direct or indirect.
Subject to Clause 12.1, IndeDrop’s total aggregate liability arising out of or in connection with the Services in any twelve (12) month period shall not exceed the Fees actually paid by the Merchant for the Services in the three (3) months immediately preceding the event giving rise to the claim (or, if the Services have been provided for a shorter period, the Fees paid during that shorter period). There is no minimum monetary floor.
(a) Carrier network. Where loss, damage, delay or mis-delivery occurs while Goods are in a Carrier’s network, recovery is limited to the amounts actually recovered from the relevant Carrier (less any applicable charges). IndeDrop is not an insurer.
(b) Per-shipment / occurrence limits (warehouse incidents). For physical loss of or damage to Goods while in IndeDrop’s care and before tender to a Carrier, liability per occurrence is limited to the lower of: (i) the reasonable replacement cost of the affected Goods; or (ii) £100 per Shipment or £250 per pallet location per occurrence.
(c) Aggregate. The limits in this Clause 12 apply in aggregate across all claims in the relevant twelve (12) month period.
The Merchant shall indemnify and keep indemnified IndeDrop (and its officers, employees and subcontractors) against all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from: (i) the Merchant’s breach of these Terms, Policies or applicable law; (ii) the Merchant’s negligence, acts or omissions; (iii) the nature, condition, labelling, packaging or compliance of the Goods; or (iv) any allegation that Merchant-provided materials, data or instructions infringe or misappropriate third-party rights.
IndeDrop has a general and particular lien over the Goods and any related documents for all sums due under these Terms. If any sum remains unpaid thirty (30) days after written notice, IndeDrop may (to the extent permitted by law) retain, sell or otherwise dispose of the Goods and apply the proceeds to the sums due (including reasonable costs of sale and storage), accounting to the Merchant for any surplus. The Merchant remains liable for any shortfall.
IndeDrop may suspend Services (including outbound tender) at its sole discretion including but not limited to if invoices are overdue, the account balance is insufficient, Goods are non-compliant, or Merchant instructions/ASNs are missing or unlawful.
IndeDrop may use Carriers and other subcontractors. IndeDrop remains responsible for its subcontracted warehouse operations (subject to these Terms); Carriers’ liability is governed by their own terms, conventions and limits.
15.1 These Terms apply from account creation and continue until terminated. Either party may terminate for convenience on 30 days’ written notice. Either party may terminate immediately for material breach not remedied within 30 days of notice, or upon insolvency-type events.
15.2 Exit. On termination, the Merchant must pay all outstanding sums. IndeDrop will make Goods available for collection once the account is settled; standard handling/loading and any Carrier charges apply. If Goods are not collected within a reasonable period after notice, storage or disposal charges may apply.
15.3 Accrued rights, confidentiality and data-protection obligations survive termination.
Neither party is liable for failure or delay due to events beyond reasonable control (including but not limited to strikes, utility failures, acts of God, war, civil commotion, pandemics, fires, floods, or Carrier defaults). If performance is prevented for more than four (4) weeks, either party may terminate on written notice.
Notices must be in writing and delivered by hand, first-class post or email to the addresses set in the account admin page (or updated by notice). Email notices take effect on transmission if no delivery failure is received (or 9:00am next Business Day if sent after 5:00pm or on a non-Business Day). Service of proceedings by email is excluded unless required by the court.
18.1 IndeDrop may update these Terms and Policies by posting a revised version with an effective date. For material adverse economic changes initiated by IndeDrop to the Account Profile (excluding pass-throughs), IndeDrop will give at least 14 days’ notice via the portal or email. Continued use after the effective date constitutes acceptance.
18.2 If the Merchant reasonably objects to a material adverse change, it may terminate for convenience before the change takes effect (Clause 15.1).
19.1 The Merchant may not assign these Terms without IndeDrop’s consent. IndeDrop may assign or subcontract in the ordinary course (including in connection with a reorganisation, merger or asset sale).
19.2 These Terms (together with the Account Profile, DPA and Policies) constitute the entire agreement and supersede prior arrangements for the Services. Changes must be in writing.
If documents conflict, the order is: (1) these Terms; (2) any signed addendum; (3) the Account Profile (for pricing and quantitative parameters); (4) Policies.
No one other than IndeDrop and the Merchant has any right to enforce these Terms.
These Terms and any non-contractual obligations are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.