Terms & Conditions

These Terms and Conditions ("Terms") govern the provision of services by ProFulfil Ltd ("ProFulfil", "we", "us" or "our"), a company registered in England and Wales. Our principal place of business is 32 Egerton Street, Farnworth, Bolton, BL4 7LE.

These Terms apply to our ecommerce fulfilment, storage, pick and pack, dispatch, returns handling, temporary fulfilment, fulfilment with business support, marketplace management, data and business services, research, administration and any other services we agree to provide.

Your specific service scope, pricing, allowances and any additional conditions may be set out in a quotation, proposal, order form, service plan, onboarding document, email or other written agreement. Where there is a conflict, the specific written agreement will take priority for the service concerned.

By instructing us to begin work, sending goods to our premises, purchasing or renewing a service, providing us with access to an account or system, or otherwise using our services, you agree to these Terms.

ProFulfil provides a range of physical and digital business services. Services are provided only to the extent agreed with each client.

Our ecommerce fulfilment services may include receiving stock, storage, inventory handling, pick and pack, packaging, shipping, dispatch administration, returns handling and related fulfilment activities.

Marketplace Management may include agreed management or administration of online stores and seller accounts on platforms such as Amazon, eBay, Etsy, TikTok Shop, Shopify, WooCommerce and other platforms agreed with the client.

Marketplace Management may include listings, catalogue work, pricing updates, customer administration, returns and refund administration, account-health monitoring, marketplace cases, suppressed listing support, reporting and other agreed operational work. The exact scope and workload allowances depend on the client's agreed service plan.

Our Data & Business Services may include data entry, data cleaning, data processing, analysis, research, spreadsheet work, catalogue organisation, business administration and other agreed back-office work.

We may decline work that falls outside the agreed scope, exceeds agreed workload allowances, requires specialist professional advice, presents an unreasonable risk, or cannot reasonably be completed using the information or access supplied.

Clients using physical fulfilment services must provide accurate information about their products, including quantities, dimensions, weights, SKUs, barcodes, fragility, expiry or batch information where applicable, and any special storage, packaging or handling requirements.

You must give us reasonable advance notice of inbound deliveries and material changes in expected stock or order volumes so that we can plan capacity.

Goods remain the property of the client while stored by ProFulfil. Storage capacity, included storage and charges for additional storage will be as advertised or agreed with the client.

Where an active fulfilment service includes free or included storage, that allowance applies only within the dimensions, quantity, duration and other conditions stated in the relevant offer or agreement. Additional or unusual storage requirements may be charged separately.

We may refuse, quarantine or require removal of goods that are unsafe, illegal, prohibited, hazardous, leaking, contaminated, improperly packaged, incorrectly declared, unsuitable for our premises or materially different from the information supplied to us.

Unless specifically agreed in writing, we do not accept responsibility for specialist temperature-controlled, hazardous, regulated or otherwise specialist storage requirements.

We will take reasonable care when receiving, storing, picking, packing and handling goods. Reasonable stock discrepancies, packaging tolerances and operational adjustments may occur and will be investigated where appropriate.

Where we arrange delivery, parcels may be carried by independent third-party courier or postal providers. Their carriage terms, service restrictions, compensation limits and prohibited-goods rules may apply.

Estimated or advertised delivery times are not guaranteed unless a specific guaranteed service has been expressly agreed. We are not responsible for delays caused by couriers, postal operators, customs, border authorities, weather, industrial action or other circumstances outside our reasonable control.

The client is responsible for ensuring that customer names, delivery addresses, customs information and order data supplied to us are complete and accurate. Additional costs resulting from incorrect or incomplete client-supplied information may be charged to the client.

Courier claims for loss or damage are subject to the relevant carrier's rules and compensation limits. Where appropriate, we will provide reasonable assistance with a valid claim, but we cannot guarantee that a carrier will accept or pay a claim.

Returns handling is limited to the service agreed with the client. Unless specifically agreed, we do not determine whether a consumer is legally entitled to a refund, replacement or other remedy; those decisions remain the responsibility of the seller.

International shipments may be subject to customs declarations, duties, taxes, restrictions, delays or charges. Unless otherwise agreed, the client is responsible for ensuring products may legally be exported, imported and sold in the destination country.

Marketplace Management is an operational management service. The client remains the owner and responsible operator of their marketplace, ecommerce and seller accounts.

You authorise us to access and perform agreed activities within accounts, stores and systems for which you provide permission. We will use that access only for legitimate activities connected with the agreed service.

You remain responsible for the legality, accuracy and compliance of your products, claims, listings, intellectual property, tax position, regulatory requirements, pricing instructions and business activities.

We do not guarantee sales, revenue, profit, rankings, traffic, conversions, marketplace approval, account status, reinstatement, advertising performance or any particular commercial result.

Marketplace operators and ecommerce platforms are independent third parties. Their algorithms, policies, fees, systems and enforcement decisions are outside our control. We are not responsible for a platform suspending, restricting, closing, suppressing or otherwise taking action against an account or listing, except to the extent that a loss is directly caused by our failure to exercise reasonable care and skill.

Where account-health issues, suppressed listings, appeals, cases or reinstatement work are within the agreed service, we will provide reasonable management and support but cannot guarantee a successful outcome.

Service plans may include limits on stores, accounts, SKUs, new listings, customer messages, returns, marketplace cases or other workload. Work exceeding the agreed allowance may require an upgrade, additional fee or separate quotation.

Our Marketplace Management service is provided on a fixed-fee basis unless otherwise expressly agreed. ProFulfil does not take a percentage commission from the client's marketplace sales under our standard Marketplace Management plans.

Marketplace Management clients may continue using their own warehouse, fulfilment provider or third-party logistics provider (3PL). Use of ProFulfil's physical fulfilment service is not required unless separately agreed.

Where agreed, we may communicate or coordinate with a client's warehouse or 3PL regarding orders, inventory discrepancies, dispatch issues, returns, delivery problems and other operational matters.

Third-party warehouses and 3PLs remain independent businesses. ProFulfil is not responsible for their stock accuracy, charges, service failures, loss, damage, delays, contractual obligations or other acts or omissions.

The client is responsible for maintaining its contractual relationship with any third-party warehouse, carrier, platform, software provider or other external supplier.

Data & Business Services are performed according to the scope and instructions agreed with the client. The client must provide reasonably complete, accurate and lawful source information.

We will exercise reasonable care and skill when carrying out data entry, cleaning, analysis, research, administration and related work. Clients should review material outputs before relying on them for significant commercial, financial, legal or regulatory decisions.

Research, analysis and business intelligence may rely on information supplied by clients or obtained from third-party and publicly available sources. We cannot guarantee that third-party information is complete, current or error-free.

Unless expressly agreed otherwise, our services do not constitute legal, tax, accounting, investment, medical, regulatory or other regulated professional advice.

The client is responsible for ensuring that it has the right and lawful basis to provide any personal data, confidential information, documents, databases or other material supplied to us for processing.

You must provide accurate, complete and timely information, instructions and approvals reasonably required for us to provide the services.

You are responsible for ensuring that products and business activities comply with all laws, marketplace rules, intellectual-property requirements, labelling requirements, product-safety rules, tax obligations and regulatory requirements applicable to your business.

You must not knowingly provide us with illegal, fraudulent, infringing, misleading or harmful material or instruct us to perform unlawful activities.

You are responsible for maintaining appropriate account security and for promptly informing us if access credentials, permissions, authorised users or security circumstances change.

Delays caused by missing information, access, stock, approvals or instructions from the client may affect delivery times and do not constitute a failure by ProFulfil to provide the service.

Prices are those advertised or agreed with the client in writing. Different services may use monthly fees, prepaid balances, per-order charges, project fees, additional workload charges or other agreed pricing methods.

Physical fulfilment clients may be required to maintain a prepaid account balance from which fulfilment, packaging, shipping, returns or other agreed operational charges are deducted.

Where a prepaid balance becomes insufficient, we may pause dispatch or other chargeable activity until the account is topped up. The client remains responsible for charges already incurred.

Marketplace Management subscription fees are payable in accordance with the agreed plan and billing arrangement. Additional work outside the plan allowance may be quoted or charged separately with the client's agreement.

Data & Business Services may be priced by project, workload, recurring arrangement or another basis agreed before work begins.

Invoices must be paid by the due date shown on the invoice or otherwise agreed in writing. We may suspend services where amounts remain overdue.

Unless expressly stated otherwise, prices are quoted exclusive of any taxes that become legally applicable. ProFulfil will apply VAT if and when required by law.

We may review our standard prices from time to time. Where a change affects an ongoing paid service, we will provide reasonable advance notice before the new price applies.

We will provide our services with reasonable care and skill. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the paragraph above, ProFulfil is not liable for indirect or consequential loss, loss of anticipated profit, loss of business opportunity, loss of goodwill, loss of anticipated savings or losses arising solely from decisions made by independent marketplaces, couriers, 3PLs, software providers or other third parties.

For goods physically entrusted to us, any liability for loss or damage caused by our failure to exercise reasonable care will be limited to the reasonable replacement cost of the affected goods, subject to any different written agreement or applicable insurance arrangements.

We are not responsible for inherent product defects, inadequate manufacturer packaging, undisclosed fragility, deterioration caused by the nature of the goods, inaccurate product information supplied by the client or circumstances outside our reasonable control.

For services other than loss or damage to physical stock, and subject to liabilities that cannot legally be limited, our aggregate liability arising from an event or series of connected events will not exceed the total service fees paid to ProFulfil by the client for the affected service during the six months immediately preceding the event giving rise to the claim.

Nothing in these Terms makes ProFulfil responsible for the client's underlying business debts, taxes, consumer liabilities, marketplace fees, product liabilities or contractual obligations to third parties.

ProFulfil's website, branding, logos, original systems, templates, methodologies, documentation and other materials created independently of a client project remain the property of ProFulfil Ltd or the relevant rights holder.

The client retains ownership of its own trademarks, logos, product information, photographs, documents, data and other materials supplied to us.

You grant us a non-exclusive licence to use client-supplied materials solely to the extent reasonably necessary to provide the agreed services.

The client confirms that it has the necessary rights and permissions for materials it asks us to use, upload, edit, process or publish.

Unless otherwise agreed in writing, client-specific completed deliverables created and paid for as part of a Data & Business Services project may be used by the client for its own business purposes, while ProFulfil retains ownership of its pre-existing tools, systems, templates, methods and know-how.

Both parties agree to keep confidential proprietary, commercially sensitive and non-public information disclosed during the business relationship and to use it only for legitimate purposes connected with that relationship.

Confidentiality does not apply to information that is already lawfully public, was lawfully known to the receiving party, is received lawfully from another source without confidentiality restrictions, or must be disclosed by law or a competent authority.

Where clients provide account credentials, delegated permissions, API access or other system access, we will take reasonable steps to keep that access secure and restrict its use to agreed business purposes.

Where practical, clients should use platform-approved user permissions, staff accounts or delegated access rather than sharing primary passwords.

Confidentiality obligations continue after the relevant service or business relationship ends.

We process personal data in accordance with applicable UK data-protection law, including the UK GDPR and Data Protection Act 2018. Further information about our own processing is provided in our Privacy Policy.

In providing fulfilment, marketplace management or business services, we may process customer, order, contact, account or other personal data on the client's behalf.

Where ProFulfil acts as a processor of personal data on behalf of a client, we will process that data only for the agreed services and documented instructions, subject to applicable legal obligations.

The client remains responsible for ensuring that it has an appropriate lawful basis, privacy information and other necessary permissions for personal data supplied to ProFulfil.

We will take reasonable organisational and technical measures appropriate to the nature of the information we handle. No electronic system can, however, be guaranteed to be completely secure.

Either party may terminate an ongoing service in accordance with the notice period agreed for that service. Where no specific notice period has been agreed, either party may terminate an ongoing service by giving 30 days' written notice.

We may suspend or terminate services immediately where reasonably necessary because of serious non-payment, unlawful activity, fraud, abusive behaviour, security risk, dangerous or prohibited goods, serious breach of these Terms or circumstances that expose ProFulfil or third parties to material risk.

On termination of a physical fulfilment service, the client must arrange collection, transfer or disposal of remaining stock within the period agreed with us. Storage and other reasonable charges may continue until stock leaves our premises.

Unused prepaid fulfilment balances will be returned after deduction of outstanding charges, final shipping, storage, returns, stock-transfer or other amounts properly due.

On termination of Marketplace Management or Data & Business Services, we will cease routine work and, where reasonably practical and all amounts due have been paid, cooperate with an orderly handover of relevant client-owned information or access.

Any outstanding invoices and charges already incurred become due in accordance with their payment terms and are not cancelled merely because the service ends.

We will not be responsible for delay or failure caused by events outside our reasonable control, including severe weather, fire, flood, utility or internet failure, cyber incidents not caused by our failure to exercise reasonable care, industrial action, transport disruption, courier disruption, government action, war, civil emergency, pandemic, marketplace outages or failures of essential third-party systems.

Where such an event occurs, we will take reasonable steps to reduce disruption and resume affected services when reasonably possible.

These Terms and any contractual or non-contractual dispute arising from them are governed by the laws of England and Wales.

If a dispute arises, both parties should first attempt in good faith to resolve the matter through direct communication.

Subject to any mandatory legal rights that apply, the courts of England and Wales will have jurisdiction over disputes arising from these Terms or our services.

If any provision of these Terms is found to be unlawful, invalid or unenforceable, the remaining provisions will continue in effect.

A failure or delay by either party to enforce a right does not automatically waive that right.

Nothing in these Terms creates a partnership, employment relationship, agency or joint venture between ProFulfil and the client, except for the limited authority expressly given to us to perform agreed services on the client's behalf.

The client may not transfer its agreement with us to another party without our prior written consent. We may use employees, contractors, software providers, couriers and other suppliers where reasonably necessary to provide our services.

We may update these Terms from time to time to reflect changes to our services, operations, pricing structure, technology or legal and regulatory requirements.

Where a material change affects an ongoing client service, we will provide reasonable notice before the change takes effect where appropriate.

The current version of these Terms and its last-updated date will be published on our website.

If you have any questions about these Terms and Conditions, please contact us:

ProFulfil Ltd 32 Egerton Street Farnworth Bolton BL4 7LE

Email: [email protected] Telephone: 01204 963587